Exhibit 4.23










	NOTARIAL AUTHENTICATION CERTIFICATE




	TO ALL WHOM THESE PRESENTS SHALL COME




	I.




	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
Shareholders 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





 









 












	SHAREHOLDERS AGREEMENT




	between




	ARMGOLD/HARMONY JOINT
INVESTMENT COMPANY
(PROPRIETARY) LIMITED




	and




	CLIDET NO 770 (PROPRIETARY) LIMITED




	and




	CLIDET NO 726 (PROPRIETARY) LIMITED





 









 












	Page 2




	TABLE OF CONTENTS




	1 INTERPRETATION ......................................................... 3
2 INTRODUCTION. 12
3 CONDITIONS PRECEDENT ................................................... 12
4 INCONSISTENCY WITH MEMORANDUM AND ARTICLES ............................. 13
5 SHARE CAPITAL .......................................................... 14
6 NOMINEE ................................................................ 14
7 THE COMPANY ............................................................ 14
8 DIRECTORS, ........................... 15
9 SHAREHOLDERS’ MEETINGS ................................................. 20
10 APPROVAL BY THE SHAREHOLDERS ........................................... 21
11 RESTRICTIONS ........................................................... 22
12 FINANCING OF THE COMPANY ............................................... 26
13 LOAN FINANCING ......................................................... 27
14 EQUITY FINANCING ....................................................... 29
15 MANAGEMENT OF THE COMPANY .............................................. 32
16 ANNUAL BUDGET .......................................................... 33 ..
17 DIVIDEND POLICY ........................................................ 34 ..
18 TRANSFER OF SHARES-GENERAL PROVISIONS .................................. 34 ..
19 TRANSFER OF SHARES- PRE-EMPTIVE RIGHTS ................................. 35 ..
20 LOCK-IN PERIOD AND INITIAL TRANSFER OF SHARES BY PAMODZI ............... 39 ..
21 COME ALONG/TAG ALONG ................................................... 39 ..
22 DEEMED OFFERS .......................................................... 41 ..
23 RELEASE FROM SURETY OBLIGATIONS ........................................ 44 ..
24 TRANSFERS WITHIN GROUP ................................................. 44 ..
25 FAIR MARKET VALUE ...................................................... 45 ..
26 ADMISSION AND EXIT OF SHAREHOLDERS ..................................... 46 ..
27 UNDERTAKINGS BY THE SHAREHOLDERS ....................................... 46 ..
28 RELATIONSHIP OF THE PARTIES ............................................ 47 ..
29 CONFIDENTIALITY AND PUBLICITY .......................................... 47 ..
30 BREACH ................................................................. 49 ..
31 DURATION ............................................................... 49 ..
32 EFFECT OF TERMINATION .................................................. 49 ..
33 DISPUTE RESOLUTION, ...... 49 ..
34 NOTICES AND DOMICILIA .................................................. 51 ..
35 BENEFIT OF THE AGREEMENT ............................................... 53 ..
36 APPLICABLE LAW AND JURISDICTION ........................................ 53 ..
37 GENERAL ................................................................ 54 ..
38 COSTS .................................................................. 55 ..
39 SIGNATURE .............................................................. 56 ..









 









 












	Page 3




	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 “Acting in Concert” means “acting in concert” as that term is
defined as at the Signature Date in the Securities Regulation Code on Takeovers
and Mergers and the Rules of the Securities Regulation Panel, as at the
Effective Date;




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




	1.2.3 “Agreement” means this shareholders agreement;




	1.2.4 “Annual Budget” means the annual budget of the Company approved
in terms of clause 16;




	1.2.5 “Board” means the board of Directors;





 









 












	Page 4




	1.2.6 “Business” shall have the meaning ascribed thereto in the Sale
of Business Agreement;




	1.2.7 “Cash Equivalent” means cash (in South African currency) in an
amount equal to the volume weighted average price at which the Listed Securities
traded on a recognised securities exchange, being its primary listing, for the
30 (thirty) day period during which the Listed Securities traded immediately
preceding the date of the First Shareholder Offer, multiplied by the number of
Listed Securities. To the extent necessary, the Cash Equivalent shall be
converted to South African currency at the arithmetic average of the bid
and offer rates quoted by any representative of Absa Bank Limited as at
10h00 on the date of the First Shareholder Offer;




	1.2.8 “Claims” means all amounts of any nature whatsoever owing by the
Company to the Shareholders from time to time, whether by way of loan account or
otherwise, whether in contract or in delict, actual or contingent, and includes
any interest accrued thereon;




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




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




	1.2.11 “Conditions Precedent” means the conditions set out in clause 3;




	1.2.12 “Control” means the ability, by virtue of ownership, rights of
appointment, voting rights, management agreement, or other agreement of any
kind, to control or direct, directly or indirectly, the appointment of the
majority of the board or the majority of any other executive body or
to control or direct, directly or indirectly, any decision making process
or





 









 












	Page 5




	the management of any company or entity or appointee, and
“Controlled” shall have a corresponding meaning;




	1.2.13 “Corporate Shareholder” means any Shareholder that is not an Individual
Shareholder;




	1.2.14 “CPIX” means the average annual rate of change (expressed as a percentage) in
the Consumer Price Index, excluding interest rates on mortgage bonds, for all
metropolitan areas as published in the Government Gazette by Statistics
South Africa, or such other index reflecting the official rate of inflation in
the Republic of South Africa as may replace it, which annual change shall be
determined by comparing the most recently published index with the index
published in respect of the corresponding month in the previous year;




	1.2.15 “Directors” means directors of the Company;




	1.2.16 “Effective Date” shall have the meaning ascribed thereto in the Sale of
Business Agreement;




	1.2.17 “Equity” means a Shareholder’s Shares and Claims;




	1.2.18 “Fair Market Value” means, in respect of the Company or any Equity, the fair
market value thereof as agreed or determined in accordance with clause 25;




	1.2.19 “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;




	1.2.20 “IFRS” means International Financial Reporting Standards as issued by the
Board of the International Accounting Standards Committee from time to time;





 









 












	Page 6




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




	1.2.22 “Independent Merchant Bank” means such independent merchant bank as may be agreed between
the relevant Shareholders, or failing agreement within 10 (ten) business days from the date of
a request by any Shareholder for such agreement, appointed by the auditors of the Company for
the time being;




	1.2.23 “Independent Third Party” means, in respect of any Shareholder, an entity which is not a
Related Party of, or which is not Controlled by, such Shareholder;




	1.2.24 “Indexed” means in relation to any sum, that sum adjusted annually at the end of each
financial year of the Company to take account of year- on-year changes in the CPIX. In the
event of a dispute between the Parties as to any adjustment, such dispute will be referred to
the Independent Auditors for determination, who shall act as experts and not as arbitrators.
If the basis of computation of CPIX is at any time changed from the basis of computation at
the Signature Date, then CPIX shall be adjusted as far as possible to take account of such
differences in the basis of computation;




	1.2.25 “Individual Shareholder” means any Shareholder who is a natural person;





 









 












	Page 7




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




	1.2.27 “Issued Shares” means the issued share capital of the Company from time to
time;




	1.2.28 “Listed Securities” means securities listed on a recognised securities
exchange;




	1.2.29 “Majority of the Shareholders” shall have the meaning ascribed thereto in
clause 10.1;




	1.2.30 “Material Minority Shareholder” means a shareholder holding not less than 20%
(twenty percent) of the Issued Shares;




	1.2.31 “Nominee” means a company incorporated in Mauritius to be
nominated by Pamodzi, by written notice to the other Parties, at any time prior
to the Effective Date, provided that the majority of the issued share capital,
and the majority of the voting rights and economic benefits in and to the share
capital, of the Nominee shall be held by PRF;




	1.2.32 “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;




	1.2.33 “Parties” means the parties to this Agreement;




	1.2.34 “Potential Shareholders” means the person or persons referred to in clause
20.2;





 









 












	Page 8




	1.2.35 “PRF” means Pamodzi Resources Fund I L.P., a limited partnership established
in the Cayman Islands;




	1.2.36 “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;




	1.2.37 “Rand Equivalent” shall have the meaning ascribed thereto in the Sale of
Business Agreement;




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




	1.2.39 “Related Party” means a “related party” as that term is defined as at the
Signature Date in paragraph 10.1 of the Listings Requirements of the securities
exchange owned and operated by the JSE Limited;




	1.2.40 “Sale of Business Agreement” means the agreement headed “Sale of Business
Agreement” entered or to be entered into between Randfontein, the
Company and Pamodzi, in terms of which Randfontein will sell the Business as a
going concern to the Company;




	1.2.41 “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 Company, to Pamodzi;





 









 












	Page 9




	1.2.42 “Shareholders” means the holders of Shares from time to time;




	1.2.43 “Shares” means ordinary shares of R1.00 (one rand) each in the share
capital of the Company;




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




	1.2.45 “Special Majority of the Shareholders” shall have the meaning
ascribed thereto in clause 10.2.




	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 and 1.8, 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.





 









 












	Page 10




	1.8 Reference to “days” shall be construed as calendar days unless
qualified by the word “business”, in which instance a “business day” shall be
any day other than a Saturday, Sunday or public holiday as gazetted by the
government of the Republic of South Africa from time to time. Any reference to
“business hours” shall be construed as being the hours between 08h30 and 17h00
on any business day. Any reference to time shall be based upon South African
Standard Time.




	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 any 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.





 









 












	Page 11




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




	1.15.1 the determination of the expert shall (in the absence of manifest error) be
final and binding;




	1.15.2 subject to any express provision to the contrary, the expert shall determine
the liability for his or its charges, which shall be paid accordingly;




	1.15.3 the expert shall be entitled to determine such methods and processes as he or
it may, in his or its sole discretion, deem appropriate in the circumstances
provided that the expert may not adopt any process which is manifestly biased,
unfair or unreasonable;




	1.15.4 the expert shall consult with the relevant Parties (provided that the extent
of the expert’s consultation shall be in his or its sole discretion)
prior to rendering a determination; and




	1.15.5 having regard to the sensitivity of any confidential information, the expert
shall be entitled to take advice from any person considered by him or it to have
expert knowledge with reference to the matter in question.




	1.16 Any reference in this Agreement to “this Agreement” or any other
agreement or document shall be construed as a reference to this Agreement or, as
the case may be, such other agreement or document as amended, varied, novated or
supplemented from time to time.





 









 












	Page 12




	2 INTRODUCTION




	2.1 On the Effective Date, Investco will hold 40%
(forty percent), and Pamodzi (either itself or collectively with the
Potential Shareholders) will hold 60% (sixty percent), of the aggregate
Equity.




	2.2 The Parties wish to record in writing the terms
and conditions applicable to the relationships between the Shareholders
inter se and between the Shareholders and the Company, and matters
ancillary thereto.




	3 CONDITIONS PRECEDENT




	3.1 Save for clauses 1 to 3, clause 20 and clauses
29 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 30 June 2008, the
Sale of Business Agreement has been entered into by the parties thereto
and such agreement has become unconditional in accordance with its
terms, save for any condition requiring that this Agreement becomes
unconditional; and




	3.1.2 by not later than 17h00 on 30 June 2008, the
Sale of Shares and Claim Agreement has been entered into by the parties
thereto and such agreement has become unconditional in accordance with
its terms, save for any condition requiring that this Agreement becomes
unconditional.




	3.2 All 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 The Conditions Precedent have been inserted for the benefit of all the





 









 












	Page 13




	Parties, which will be entitled to waive fulfilment of any of the said Conditions
Precedent, in whole or in part, by written agreement between them prior to the expiry of
the relevant time periods set out in clause 3.1.




	3.4 Each of Investco and Pamodzi shall be entitled from time to time to extend the due date for
fulfilment of either or both 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 either
of the Conditions Precedent shall not be more than 20 (twenty) business days.




	3.5 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 determined in terms of clause 3.4 and/or as may be agreed in writing between the
Parties before the aforesaid date or dates), the provisions of this Agreement, save for
clauses 1 to 3 and clauses 29 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 none of the Parties will have any claim against the others 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 INCONSISTENCY WITH MEMORANDUM AND ARTICLES




	Should there be any inconsistency between the provisions of this Agreement and the Company’s
Memorandum and Articles of Association, then the provisions of this Agreement will prevail.
Should any Shareholder so request in writing the Shareholders shall expeditiously amend the
provisions of the Company’s Memorandum and Articles of Association to remove any such
inconsistency.





 









 












	Page 14




	5 SHARE CAPITAL




	5.1 As at the Signature Date -




	5.1.1 the authorised share capital of the
Company is R1,000.00 (one thousand rand) divided into 1,000
(one thousand) Shares;




	5.1.2 the issued share capital of the
Company is R100.00 (one hundred rand) divided into 100 (one
hundred) Shares;




	5.1.3 the authorised and issued Shares rank pari passu in all respects; and




	5.1.4 the issued Shares are held by and registered in the name of Investco.




	5.2 As soon as reasonably possible after
the Signature Date, the Parties shall take all such steps as
may be necessary to increase the authorised share capital of
the Company to R100,000.00 (one hundred thousand rand)
divided into 100,000 (one hundred thousand) Shares.




	5.3 As at the Effective Date, the issued Shares will be held as follows -




	Shareholder            Shares            Percentage
——  ——  —




	Investco 400 600 40% 60%
Pamodzi (either itself or collectively with
the Potential Shareholders)
——  ——  —




	Totals 1000 100%




	——  ——  —




	6 NOMINEE




	It is recorded that, whilst Pamodzi will be the registered holder of Shares as at the Effective
Date, such Shares will be beneficially owned by the Nominee.




	7 THE COMPANY




	7.1 As soon as reasonably possible after the Effective Date, the Parties shall take all steps and
procure the passing of such resolutions as may be








 









 












	Page 15




	necessary to procure that -




	7.1.1 the registered office of the Company will be at Pamodzi House,
1st Floor, 5 Willowbrook Close, Melrose North, Athoi;




	7.1.2 the auditors of the Company will be such firm of auditors as may be
agreed between Pamodzi and investco between the Signature Date and the
Effective Date; and




	7.1.3 the Company’s financial year will end on the last day of June in
each year.




	7.2 The details of the Company as contained in clause 7.1 may not be changed
or amended unless approved by a Majority of the Shareholders (save any
change in the auditors of the Company which will be subject to the
provisions of clause 11.1.21) or, where required in terms of the Companies
Act, by way of a special resolution.




	8 DIRECTORS




	8.1 The following provisions will apply to the appointment,
removal and replacement of Directors -




	8.1.1 the Board will, until otherwise agreed in writing
between the Shareholders, consist of not more than 12 (twelve) Directors;




	8.1.2 Pamodzi, for so long as it holds not less than 50.1% (fifty
point one percent) of the Issued Shares, will be entitled but not obliged to
appoint 5 (five) Directors (as non-executive Directors), and to remove, replace
or fill any vacancy in such Directors. Should Pamodzi hold less than 50.1%
(fifty point one percent) of the Issued Shares, the provisions of clause 8.1.4
shall apply to Pamodzi;




	8.1.3 Investco, for so long as it holds not less than 40% (forty percent) of the





 









 












	Page 16




	Issued Shares, will be entitled but not obliged to appoint 4 (four)
Directors (as non-executive Directors), and to remove, replace or fill any
vacancy in such Directors. Should Investco hold less than 40% (forty
percent) of the Issued Shares, the provisions of clause 8.1.4 shall apply
to Investco;




	8.1.4 save as provided in clauses 8.1.2 and 8.1.3, each Shareholder will
be entitled but not obliged to appoint 1 (one) Director (as a non-executive
Director) for each complete 15% (fifteen percent) of the Issued Shares held by
that Shareholder, and to remove, replace or fill any vacancy in such Director;




	8.1.5 the Shareholders will, by way of a Special Majority of the
Shareholders, be obliged to appoint a Chairman (who will be an independent non-
executive Director) and a Chief Executive Officer and Chief Financial Officer
(who will be executive Directors) and to remove, replace or fill any vacancy in
such Directors;




	8.1.6 any Shareholder holding more than 25% (twenty five percent) of the
Issued Shares shall be entitled, at any time, to request the Shareholders to vote
in favour of the removal of any of the directors referred to in clause 8.1.5
and the Shareholders hereby undertake to vote in favour of




	such removal, provided that both Investco and Pamodzi hereby undertake to
act reasonably at all times in this regard;




	8.1.7 Shareholders will by unanimous agreement in writing be entitled to
appoint such further Directors as they may decide;




	8.1.8 each Director will be entitled to appoint, remove or replace one
or more alternate Directors and the Shareholders undertake to vote (and to
procure that their nominees and appointees vote) in favour of the appointment,
removal or replacement of such alternate Directors;





 









 












	Page 17




	8.1.9 if a Shareholder disposes of all the Shares held by it, that Shareholder shall be obliged to
procure, as a condition to the transfer of such Shares, the resignation of all Directors
appointed by it;




	8.1.10 any appointment, removal or replacement of Directors pursuant to the provisions hereof will
be by written notice to the Company and will take effect as soon as such notice is received at
the Company’s registered office;




	8.1.11 a Shareholder who removes any Director appointed by it hereby indemnifies and holds
harmless the Company against any claim instituted by such Director as a result of his removal
from office and all costs arising from such claim;




	8.1.12 in the event of the removal of a Director appointed by a Shareholder in terms of any
applicable law, the resulting vacancy will only be filled by the Shareholder by whom such
Director was appointed; and




	8.1.13 each Shareholder appointing a Director and each Director appointing an alternate Director
shall, forthwith upon such appointment, procure that the relevant Director -




	8.1.13.1 provides the Company in writing with his physical address, postal address, a facsimile
number, an email address and a telephone number for all purposes hereunder; and




	8.1.13.2 signs a deed of adherence binding himself to the provisions of this Agreement.




	8.2 The Chairman shall not have a second or casting vote in addition to his deliberative vote at
meetings of either Directors or Shareholders.




	8.3 The following provisions will apply to meetings of Directors -





 









 












	Page 18




	8.3.1 a quorum at meetings of Directors will consist of at least a
majority of the Directors in office from time to time, provided that there will
be no quorum unless at least one Director appointed by each of Investco and
Pamodzi (for so long as they have at least 1 (one) appointee on the Board) is
present and provided further that due and proper notice of the meeting (which
notice shall include the agenda and, if possible, any resolution to be proposed
at the meeting) shall have been given to all the Directors;




	8.3.2 if within half an hour (or such longer period as those present may
agree) after the time appointed for the meeting a quorum is not present, the
meeting will stand adjourned to the same day of the next week (or if that day is
not a business day, the following business day) at the same time and place.
Written notice of such adjourned meeting (incorporating an agenda) shall be given
to all Directors not less than 48 (forty eight) hours before such adjourned
meeting is to be held;




	8.3.3 if at such adjourned meeting a quorum is not present within half
an hour (or such longer period as those present may agree) after the time
appointed for the meeting, the Directors present will constitute a quorum. No
business may be conducted at the adjourned meeting save for business specified on
the agenda or unless all the Directors are present at such adjourned meeting and
unanimously agree that such business may be conducted;




	8.3.4 not less than 7 (seven) days’ written notice of Directors meetings
will be given to all Directors, provided that shorter notice, being not less than
48 (forty eight) hours before such meeting is to be held, may be given if in the
reasonable opinion of any Director an urgent decision of the Board is required.
Any Director will by written notice to the Company at





 









 












	Page 19




	its registered office from time to time have the right to convene meetings
of the Board;




	8.3.5 a resolution in writing (whether recorded in one or more
documents) signed and dated by all the Directors or their alternates indicating
their approval of the resolution, shall be valid and effective as if passed at a
duly convened meeting of the Board;




	8.3.6 the Directors may, if they think fit, confer by radio,
telephone, dosed circuit television, video conferencing or other electronic
means of audio or audio/visual communication (“Conference”). Notwithstanding
that the Directors are not present together in one place at the time of the
Conference, a resolution passed by Directors constituting a quorum at such a
Conference shall, provided such resolution is recorded in writing and confirmed
at the next meeting of the Board, be deemed to have been passed at a meeting of
the Board held on the day on which and at the time at which the Conference was
held. The provisions of this Agreement relating to proceedings of Directors
apply so far as they are capable of application mutatis mutandis to such
Conferences; and




	8.3.7 meetings of the Board will be held regularly but not less
frequently than 4 (four) times per annum. The venue of the meetings of the Board
will be at the registered office of the Company or such other venue as the Board
may determine from time to time.




	8.4 The following provisions shall apply to voting by Directors -




	8.4.1 each Director appointed by a single Shareholder shall have so
many votes on all matters submitted to the Board as is equal to the number of
Shares held by the Shareholder by whom the relevant Director was appointed,
divided by the number of Directors appointed by the Shareholder present and
voting at the meeting;





 









 












	Page 20




	8.4.2 each of the Chairman, Chief Executive Officer and Chief
Financial Officer shall have 1 (one) vote on all matters submitted to the Board;




	8.4.3 save as otherwise provided in this Agreement, all resolutions of
the Board will be validly passed by a simple majority; and




	8.4.4 should the Board be unable to pass or reach a decision on any
proposed resolution then that resolution will be deemed to constitute a
deadlock. Such a deadlock between the Directors will not afford a ground for
the winding up of the Company but will, at the request of any Director, be
submitted to the Shareholders for consideration.




	9 SHAREHOLDERS’ MEETINGS




	9.1 All meetings of the Shareholders will be called upon 14
(fourteen) days’ prior written notice, unless a longer period is required in
terms of the Companies Act, or unless all the Shareholders agree in writing to
shorten or waive the notice period.




	9.2 A quorum at meetings of Shareholders will be at least a Majority
of the Shareholders represented or present in person or by proxy, subject to
Investco and Pamodzi (for so long as they hold more than 25% (twenty five
percent) of the Issued Shares) being included in such Majority of the
Shareholders and provided that due and proper notice of the meeting (which
notice shall include the proposed agenda and, if possible, any resolution to be
proposed at the meeting) shall have been given to all Shareholders.




	9.3 If within half an hour (or such longer period as those present
may agree) after the time appointed for the meeting a quorum is not present, the
meeting will stand adjourned to the same day of the next week (or if that day is
not a business day, the following business day) at the same time





 









 












	Page 21




	and place. Written notice of such adjourned meeting (incorporating an agenda)
shall be given to all Shareholders not less than 48 (forty eight) hours
before such adjourned meeting is to be held.




	9.4 If at such adjourned meeting a quorum is not present within half an
hour (or such longer period as those present may agree) after the time appointed
for the meeting, any Shareholder who is not present at such adjourned meeting
shall irrevocably and unconditionally be deemed to have appointed the other
Shareholder who is so present, as the agent and proxy for and on behalf of such
absent Shareholder, on the basis that such agent and proxy shall vote against all
resolutions to be proposed at such adjourned meeting. No business may be
conducted at the adjourned meeting save for business specified on the agenda or
unless all the Shareholders are present or represented at such adjourned meeting
and unanimously agree that such business may be conducted.




	9.5 Save in respect of special resolutions and as otherwise provided in
this Agreement, all resolutions of the Shareholders will be validly passed by a
Majority of the Shareholders, and each Shareholder shall have 1 (one) vote for
every Share held by that Shareholder.




	9.6 Any Shareholder may appoint any person to act as the Shareholder’s
proxy by written authority signed by or on behalf of the Shareholder.




	9.7 Should the Shareholders be unable to reach a decision on any matter
then a deadlock will be deemed to exist between the Shareholders. Such a
deadlock between the Shareholders will not afford a ground for the winding up of
the Company and the status quo will be preserved.




	10 APPROVAL BY THE SHAREHOLDERS




	10.1 Where in this Agreement the approval of the Majority of the Shareholder





 









 












	Page 22




	is required, that approval may be obtained either by -




	10.1.1 Shareholders holding more than 50% (fifty percent) of all the voting rights in the Company
agreeing in writing to the relevant proposal (whether in one or more documents); or




	10.1.2 Shareholders holding more than 50% (fifty percent) of all of the voting rights in the
Company voting in favour of the relevant proposal.




	10.2 The principles contained in clause 10.1 will apply to the approval of a Special Majority of
the Shareholders, provided that the “more than 50% (fifty percent)” threshold will be
increased to “not less than 75% (seventy five percent)”.




	10.3 Notwithstanding the provisions of clauses 10.1 and 10.2, should the Companies Act require
that any matter be approved by shareholders, such approval must be obtained at a duly convened
and constituted meeting of the Shareholders, or by way of a resolution (whether recorded in
one or more documents) signed by or on behalf of all the Shareholders, provided that special
resolutions or resolutions required by the Companies Act to be approved in general meeting may
only be passed at a duly convened and constituted meeting of the Shareholders.




	11 RESTRICTIONS




	11.1 Notwithstanding anything to the contrary contained in this Agreement and in addition to other
matters separately specified in this Agreement as requiring approval by a Special Majority of
the Shareholders, no action will be taken by either the Shareholders or the Directors, and the
powers of the Board will be limited so that it will not have the power to take any action, in
regard to the undermentioned matters without the approval of a Special Majority of the
Shareholders -





 









 












	Page 23




	11.1.1 the disposal or transfer (whether directly or through a subsidiary or other vehicle) of the
whole or substantially the whole of the undertaking or the assets of the Company;




	11.1.2 the disposal or transfer (whether directly or through a subsidiary or other vehicle) of any
asset of the Company, or any right or interest in any such asset, having a fair market value,
determined mutatis mutandis in accordance with the provisions of clause 25, in excess of the
Rand Equivalent of US$40,000,000.00 (forty million United States dollars);




	11.1.3 at any time prior to the 1st (first) anniversary of the Effective Date, the
establishment, acquisition or purchase of any business, share, asset or other investment, or
any right or interest therein, having a fair market value, determined mutatis mutandis in
accordance with the provisions of clause 25, in excess of the Rand Equivalent of
US$40,000,000.00 (forty million United States dollars);




	11.1.4 at any time after the 1st (first) anniversary of the Effective Date, the
establishment, acquisition or purchase of any business, share, asset or other investment, or
any right or interest therein, having a fair market value, determined mutatis mutandis in
accordance with the provisions of clause 25, in excess of the Rand Equivalent of
US$100,000,000.00 (one hundred million United States dollars);




	11.1.5 the pledging, mortgaging, hypothecating or encumbering of any assets of the Company in any
manner whatsoever (otherwise than as security for indebtedness of the Company);




	11.1.6 any change in the basis of accounting or accounting policies from those used during the
immediately preceding financial year otherwise than in accordance with IFRS;





 









 












	Page 24




	11.1.7 any agreement between the Company and any Shareholder or any holding company
or subsidiary of any Shareholder or any person holding at least 25% (twenty five
percent) of the total issued share capital of any Shareholder, excluding the
advancing of loan funding to the Company in accordance with the provisions of
clause 13;




	11.1.8 the revaluation of any material asset;




	11.1.9 the determination of the scope of any Director’s or group of Directors’
authority and the delegation of any powers including the power to re- delegate;




	11.1.10 any amendment to the Company’s Memorandum or Articles of Association,
save for those amendments required to incorporate the provisions of this
Agreement as contemplated in clause 4 and the amendment contemplated in clause
18.4;




	11.1.11 any increase in, alteration or reduction or conversion of the Company’s
authorised or issued share capital (in the case of issued share capital
otherwise than as provided for in clause 14 and as otherwise specifically
provided for elsewhere in this Agreement);




	11.1.12 any variation of any of the rights attaching to any shares or class of




	shares in the Company;




	11.1.13 the issue or allotment by the Company of any capitalisation shares, bonus
            shares, share options, share warrants or debentures;




	11.1.14 the repurchase of any of the Company’s issued shares;




	11.1.15 the liquidation or winding-up, de-registration or the discontinuance of the
business activities of the Company;




	11.1.16 any decision to cover or not to cover forward any amounts receivable or




 









 











	Page 25




	payable in a currency other than South African rand;




	11.1.17 any decision to cover forward, by way of a hedge, option or otherwise, any amount
receivable in respect of gold, uranium or other mineral production whatsoever (otherwise than
for the purposes of or in connection with funding granted to the Company);




	11.1.18 any matter relating to the financing or capital or borrowings of the Company which would
have the effect of directly or indirectly reducing the proportionate shareholding of any
Shareholder (otherwise than as specifically provided for elsewhere in this Agreement);




	11.1.19 any re-structuring of the Company, merger of the Company and any other entity and any joint
venture agreements;




	11.1.20 any material change in the nature of the business of the Company;




	11.1.21 the appointment and removal of auditors to the Company; and




	11.1.22 the delegation of the functions or actions referred to above in this clause 11.1 to any one
Director, any sub-committee of the Board or any other person or persons.




	11.2 If any resolution of the Company is proposed that the Company institute any legal proceedings
against any Shareholder or Director, such resolution shall be deemed to be within the
Shareholders’ domain and not the Directors’ domain. If any Shareholder vetoes any such
resolution, and as a result the requisite majority to pass the resolution cannot be obtained
then, provided that one or all of the remaining Shareholders furnish an indemnity to the
Company against all costs, losses or damages of whatsoever nature which the Company may
sustain in the event that any such legal proceedings are unsuccessful, such vetoing
Shareholder shall be deemed to have voted in favour of the resolution.





 









 













	Page 26




	11.3 The provisions of this clause 11 will apply
to any subsidiary of the Company mutatis mutandis.




	12 FINANCING OF THE COMPANY




	12.1 Any working or other capital required by the
Company will be provided as follows -.




	12.1.1 firstly, and to the extent possible, out of the Company’s own
resources;




	12.1.2 secondly, to the extent possible and subject to the provisions of
clause 12.2; by means of loans from financial institutions and other
appropriate third parties on terms which are commercially viable for the
Company taking into account the nature of the Company’s business and the
purpose for which the capital is required; and




	12.1.3 thirdly, to the extent required, by means of loan financing or equity
financing as described in clauses 13 and 14 respectively.




	12.2 The Parties agree that, in order to obtain loans
from financial institutions and other appropriate third parties as
contemplated in clause 12.1.1, if required, the -




	12.2.1 Company shall be obliged, to the extent necessary, to encumber its
assets as security for such loans; and/or




	12.2.2 Shareholders shall be obliged, to the extent necessary, to
subordinate their Claims and/or to provide guarantees in respect of
such loans and to encumber their Claims and/or Shares as
security for such guarantees, provided that the Shareholders’
liability under such guarantees will be limited to their Claims
and/or Shares, as the case may be.




	12.3 The Parties acknowledge that, in order to obtain the Ministerial content





 









 












	Page 27




	referred to in clause 3 of the Sale of Shares and Claim Agreement, the
Company will be obliged to provide or procure the provision of a guarantee
in respect of the rehabilitation obligations of the Business. The
Shareholders hereby agree to do everything necessary to procure the
provision of such guarantee, including providing back-to-back guarantees in
respect thereof pro rata to their respective shareholding,




	12.4 Save as required in terms of clauses 12.2 and 12.3 or as
otherwise specifically provided for elsewhere in this Agreement, no Shareholder
will be required or obliged to issue any guarantee, suretyship or indemnity to
third parties for the obligations of the Company unless previously agreed by a
Special Majority of the Shareholders, including the Shareholder who is required
to give such guarantee, suretyship or indemnity. Should any of the Shareholders
issue any guarantees, suretyships or indemnities in accordance with the
approval of a Special Majority of the Shareholders as aforesaid, all the
Shareholders shall bear any loss or damage arising out of any such guarantee,
suretyship or indemnity strictly pro rata to their respective shareholdings in
the Company at the time the cause of action arose and the Shareholders hereby
indemnify each other accordingly.




	13 LOAN FINANCING




	13.1 Subject to the provisions of clause 12, if the Board, acting
reasonably in the circumstances, determines that funding by way of loan
financing is preferable to funding by way of equity financing, the Shareholders
shall be entitled (but not obliged) to provide the required funds in proportion
to their respective shareholdings at the time or in such other proportions as
the Shareholders may agree in writing.




	13.2 Should the Shareholders provide the required funds in proportion
to their respective shareholdings at the time or in such other proportions as
agreed





 









 












	Page 28




	in writing between the Shareholders (“Proportionate Claims”), such Proportionate Claims
will, unless otherwise agreed in writing -




	13.2.1 be unsecured;
13.2.2 bear interest at a rate of zero percent, unless the Board determines otherwise;
13.2.3 be advanced simultaneously to the Company;
13.2.4 be subject to the same terms and conditions;
13.2.5 be repayable to the Shareholders simultaneously and proportionately;
13.2.6 be repaid prior to the declaration of any dividends or other distributions to the Shareholders; and




	13.2.7 be repaid as and when determined by the Board, provided that the Proportionate Claims will
immediately become due and payable and interest will thereafter accrue at the Prime Rate plus
200 (two hundred) basis points in the event that -




	13.2.7.1 the Company is placed in liquidation or under judicial management, whether provisional or
final and whether compulsory or voluntary; or




	13.2.7.2 the Company enters into a compromise or other similar arrangement with its creditors
generally.




	13.3 Should any Shareholder elect not to provide its pro rata portion of any funding to the
Company, the disproportionate portion of the Claims (“Disproportionate Claims”) will be
subject to the same terms and conditions as the Proportionate Claims, save that -




	13.3.1 they will rank ahead of the Proportionate Claims in respect of the






 









 












	Page 29




	payment of interest and the repayment of capital, and will be repaid
prior to the payment of interest and the repayment of capital on the
Proportionate Claims; and




	13.3.2 bear interest at a rate to be agreed by any such Shareholder having
elected to provide funds that would constitute a “Disproportionate Claim”
and the Board (acting by majority of the directors not appointed by such
Shareholder), provided that in no event shall such interest rate be less
than the Prime Rate.




	14 EQUITY FINANCING




	14.1 Subject to the provisions of clause 12, if the Board,
acting reasonably in the circumstances, determines that funding by way of
share capital is preferable to funding by way of loan account, it shall
give the Shareholders notice thereof in writing (“Equity Funding Notice”),
giving full details of the amount of funding and the purpose for which the
funding is required. Promptly following the delivery of an Equity Funding
Notice, the Fair Market Value of the Company shall be agreed or determined
in accordance with clause 25.




	14.2 Upon the Fair Market Value of the Company having been
agreed or determined, each Shareholder will have 20 (twenty) business days
within which to notify the Company if it wishes to provide the required
funds in proportion to its shareholding at the time (“Proportional
Financing”). If any Shareholder (“Non-Contributing Party”) elects not to
or fails to contribute its Proportional Financing within the time
specified by the Board for that contribution, which shall not be less than
20 (twenty) business days after the expiry of the 20 (twenty) business day
period referred to above, the remaining Shareholders (“Contributing
Parties”) shall, in the event that they nevertheless elect to provide
their Proportional Financing be





 









 












	Page 30




	obliged (subject to the due contribution of all of their Proportional
Financing) to provide the additional finance to the Company on the basis
that-




	14.2.1 the Contributing Parties shall be obliged to contribute the whole of the
financing originally required of the Non-Contributing Party pro rata to their
respective shareholdings in the Company;




	14.2.2 all of the financing provided by the Contributing Parties shall be wholly
applied (notwithstanding any other provision of this Agreement) in subscribing
for additional Shares; and




	14.2.3 the number of Shares allotted and issued to the Contributing Parties
(“Dilution Shares”) shall be determined by the Board having regard to the amount
of the additional finance provided and the Fair Market Value of the Company at
that time and the Board shall notify the Shareholders of such determination in
writing. If any Shareholder disputes the determination of the Board in terms
of this clause 14.2.3 by giving written notice to that effect to the Board and
the remaining Shareholders within 10 (ten) business days after the date of the
notice from the Board, the number of Shares to be allotted and issued shall be
determined by the Independent Merchant Bank, which shall act as an expert and
not as arbitrator.




	14.3 Each Non-Contributing Party hereby consents to any dilution of
its shareholding pursuant to clause 14.2 and to the issue of the Dilution Shares
by the Company to the Contributing Parties, and acknowledges that any such
dilution pursuant to this clause 14 will not constitute unjust, inequitable or
oppressive conduct on the part of the Contributing Parties or by the Company.





 









 












	Page 31




	14.4 The Non-Contributing Party shall sign all documents and do all
things necessary to give effect to clause 14.2 and in default thereof, hereby
appoints the Company 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.




	14.5 Any Non-Contributing Party shall be entitled, for a period of 180
(one hundred and eighty) days after the date of issue of any Dilution Shares in
terms of this clause 14, to buy back Shares (“Buy Back Shares”) from the
Contributing Parties, pro rata to the number of Dilution Shares issued to them,
so that, after such buy back of Shares, the Non-Contributing Party shall hold
the aggregate percentage of the Issued Shares which it held immediately prior to
the issue of the Dilution Shares (“Buy Back Option”).




	14.6 Should a Non-Contributing Party wish to exercise its Buy Back
Option in terms of clause 14.5, it shall do so by way of written notice to the
Contributing Parties (“Buy Back Notice”) at any time on or before the expiry of
the 180 (one hundred and eighty) day period referred to in clause 14.5.




	14.7 The purchase price payable by a Non-Contributing Party for each
Buy Back Share shall be the Fair Market Value of the Company as at the date of
exercise of the Buy Back Option (determined mutatis mutandis in accordance
with the provisions of clause 14.2.3), divided by the number of Issued Shares at
that time.




	14.8 The buy back of the Buy Back Shares will take effect upon payment
of the purchase price for such Buy Back Shares, which payment shall be made not
later than 10 (ten) business days after the date of receipt of the Buy Back
Notice.





 









 












	Page 32




	14.9 Any rights (including a Buy Back Option which has not yet been exercised) which any Party has under
this clause 14 shall terminate and be of no further force and effect upon the listing of the Shares on
any recognised securities exchange.
15 MANAGEMENT OF THE COMPANY
15.1 Control and management of the Company will vest in the Board.
15.2 The Board will be responsible for and have the following powers and authority -




	15.2.1 the management of the Company;




	15.2.2 determining the strategic policy of the Company and preparing the Annual Budget from time to
time; and




	15.2.3 ensuring compliance with any approvals framework agreed to by the Board from time to time.
15.3 The day-to-day management of the Company will be -
15.3.1 subject to the policies and principles determined from time to time by the Board; and
15.3.2 the responsibility of the Chief Executive Officer appointed in terms of clause 8.1.5.
15.4 The operations of the Company will be conducted inter alia on the following basis -




	15.4.1 the Company’s accounts will be kept in compliance with IFRS and may be inspected by any
Shareholder during normal business hours;




	15.4.2 audited accounts will be prepared as soon as possible after each





 









 












	Page 33




	financial year end but in any event by not later than
60 (sixty) days thereafter;




	15.4.3 monthly management accounts will be prepared as soon as
possible after each month end but in any event by not later
than 30 (thirty) days thereafter and circulated monthly to
the Board;




	15.4.4 the Company will provide the Shareholders with such
quarterly information summaries as may reasonably be required
by them; and




	15.4.5 Shareholders shall be entitled to receive all information
relating to the Company reasonably requested by them.




	16 ANNUAL BUDGET




	16.1 The executive Directors shall every
year by no later than 60 (sixty) days prior to the end of the
financial year of the Company, submit to the Board for
approval a proposed Annual Budget for the conduct of the
Business during the next financial year, in the form and
level of detail determined by the Board from time to time.




	16.2 The Annual Budget shall include but not be limited to -




	16.2.1 a projected income statement, balance sheet and cash flow
statement for the ensuing financial year; and




	16.2.2 a capital expenditure programme specifying amounts
outstanding on approved capital expenditure brought forward
from the prior year as well as proposed future capital
expenditure commitments of the Company.




	16.3 The Board shall evaluate, amend and
finalise the Annual Budget within 20 (twenty) business days
of receipt.




	16.4 Until such time as the new Annual Budget has been approved in





 









 












	Page 34




	accordance with this clause 16, the previous Annual Budget (Indexed), will
be applied by the Board and will be binding on the Parties as if it had been
approved in accordance with this clause 16.




	17 DIVIDEND POLICY




	17.1 The Board and the Shareholders shall at all times exercise their
voting rights in the Company so that, unless otherwise agreed by a Special
Majority of the Shareholders, no dividends will be declared or paid by the
Company -




	17.1.1 while the Company is indebted to the Shareholders or any of them on loan
account; and




	17.1.2 to the extent that the payment of such dividend is not consistent with the
working capital requirements and capital expenditure budgets of the Company.




	17.2 Subject to clause 17.1, with the approval of a Majority of the
Shareholders, the Company may declare and pay dividends and other distributions,
provided that it shall always do so on a pro rata basis.




	18 TRANSFER OF SHARES — GENERAL PROVISIONS




	18.1 Unless otherwise agreed by a Special Majority of the Shareholders
a Shareholder may dispose of its Shares only if, in one and the same
transaction, it disposes of that portion of its Claims which bears the same
proportion to the whole of its Claims as the Shares disposed of bear to the
whole of its shareholding in the Company.




	18.2 A Shareholder may not pledge, hypothecate or otherwise encumber
any of its Equity unless such pledge, hypothecation or encumbrance is made
subject to the provisions of clauses 18,19, 21 and 22 on such terms and





 









 












	Page 35




	conditions as may be approved by the remaining Shareholders, which
approval shall not be unreasonably withheld or delayed.




	18.3 Shares may only be transferred in accordance with
the provisions of this Agreement and no transfer of any Shares which
conflicts with any provision of this Agreement shall be approved nor be
permitted to be registered.




	18.4 Subject to the remaining provisions of this
clause 18 and clause 26.2, transfer of any Shares shall be given to the
person so acquiring them on the basis that if the approval of the Board
is required in terms of the Company’s Articles of Association, the
Shareholders shall forthwith after the Effective Date procure the
amendment of the Company’s Articles of Association to provide for the
required approval to be given by the Shareholders instead of the Board,
and this Agreement shall for the purposes of such Articles of
Association, constitute the requisite approval of the Shareholders.




	18.5 Stamp duty and other legal costs payable in
respect of any transfer of Shares pursuant to this Agreement will be
paid by the purchaser of such Shares.




	19 TRANSFER OF SHARES — PRE-EMPTIVE RIGHTS




	19.1 Should a Shareholder (“Disposer”) wish to dispose
of any Equity, the Disposer shall offer such Equity by notice in writing
to the remaining Shareholders, pro rata to their respective
shareholdings in the Company (“First Shareholder Offer”) stating -




	19.1.1 the number of Shares and the amount of the Claims which the
Disposer proposes to sell;




	19.1.2 the price in cash (in South African currency), Listed Securities or a




 









 











	Page 36




	combination of cash and Listed Securities at, and the terms and
conditions upon which, the Disposer proposes to sell the Equity; and




	19.1.3 to the extent applicable, the name of the proposed transferee to whom
the Disposer intends selling and its ultimate holding company (if any),
and including a copy of any offer received.




	19.2 Should the First Shareholder Offer not be accepted in full in
writing within 20 (twenty) business days of the date upon which the First
Shareholder Offer is made, any Equity in respect of which the First
Shareholder Offer has not been accepted shall be offered upon the same
terms and conditions to the Shareholders who have accepted the First
Shareholder Offer, pro rata to the ratio (“Applicable Ratio”) in which they
accepted the First Shareholder Offer (“Second Shareholder Offer”), which
Second Shareholder Offer will be open for a period of 10 (ten) business
days from the date of the Second Shareholder Offer, provided that any
Shareholder that wishes to accept the Second Shareholder Offer shall be
obliged to do so in respect of the full extent of its Applicable Ratio and
not any lesser portion thereof.




	19.3 The Second Shareholder Offer will be repeated to those
Shareholders who have accepted the Second Shareholder Offer (each of which
offers will be open for a period of 10 (ten) business days) until there are
no more acceptances forthcoming or until the Second Shareholder Offer has
been accepted in respect of all the Equity offered, whichever is the
earlier, provided that the Applicable Ratio in respect of each subsequent
Second Shareholder Offer will be the ratio in which the relevant
Shareholder accepted the immediately preceding Second Shareholder Offer.




	19.4 Should acceptances not have been received in respect of all the Equity
offered in accordance with the aforegoing procedure, and -





 









 












	Page 37




	19.4.1 a proposed transferee has been identified as part of the First Shareholder
Offer, then -




	19.4.1.1 none of the acceptances of the First Shareholder Offer or the Second
Shareholder Offer will be of any force or effect (unless otherwise determined by
the Disposer in the First Shareholder Offer) and the Disposer will then be
entitled to dispose of all (or the remaining portion of) the Equity offered,
within a further period of 30 (thirty) business days, to the proposed transferee
referred to in clause 19.1.3 at a price not lower and on terms and conditions not
more favourable to such person than the price and terms stated in the First
Shareholder Offer, provided that the giving of warranties to a third party
offeror will not constitute more favourable terms, unless designed to increase
the purchase price; and




	19.4.1.2 unless the Disposer disposes of all its said Equity to the proposed
transferee within the said further period of 30 (thirty) business days, it may
not thereafter dispose of any Equity without again adopting the procedure
referred to herein.




	19.4.2 no proposed transferee has been identified as part of the First Shareholder
Offer, then -




	19.4.2.1 none of the acceptances of the First Shareholder Offer or the Second
Shareholder Offer will be of any force or effect (unless otherwise determined by
the Disposer in the First Shareholder Offer); and




	19.4.2.2 the Disposer may not dispose of the Equity to any third party without again
adopting the procedure set out above.




	19.5 To the extent that the Shareholders fail to take up all of
the Shares offered by the Disposer, and the Disposer has identified a proposed
transferee in





 









 












	Page 38




	terms of clause 19.1.3, the Parties undertake to
co-operate with such proposed transferee for the purpose
of enabling the proposed transferee to conduct, at its
expense, a due diligence investigation into the affairs
of the Company and the Business to its reasonable
satisfaction. In connection with such due diligence
investigation, the Company shall provide the proposed
transferee in question with reasonable access to its
senior management and Company books and records during
ordinary business hours.




	19.6 The acceptance of any offer in terms
of this clause 19 will be subject to the condition precedent
that all approvals required by law or regulation to give
effect thereto or to the implementation of the transaction
contemplated thereby, are obtained. The Parties undertake to
do all things, perform all such actions and take all such
steps and to procure the doing of all such things, the
performance of all such actions and the taking of all such
steps as may be open to them and necessary for or incidental
to expediting any regulatory approval process.




	19.7 For the avoidance of doubt, the
requirements of this clause 19 shall not apply to any
Shareholder disposing of Equity as part of a listing of the
Shares on any recognised securities exchange.




	19.8 Notwithstanding any other provision
contained in this clause 19, in the event that the price
referred to in clause 19.1.2 incorporates Listed Securities,
in whole or in part, any Shareholder accepting the First
Shareholder Offer or the Second Shareholder Offer shall be
entitled, but not obliged, to pay the Cash Equivalent of such
Listed Securities to the Disposer in lieu of delivering such
Listed Securities as contemplated in such offer.





 









 












	Page 39




	20 LOCK-IN PERIOD AND INITIAL TRANSFER OF SHARES BY PAMODZI




	20.1 Subject only to the provisions of clause 20.2 or in the event that the Shareholders agree
otherwise by way of a Special Majority of the Shareholders, no Shareholder, including any
Potential Shareholder, shall have the right to dispose of or transfer in any manner, any of
its Equity prior to the 2nd (second) anniversary of the Effective Date.




	20.2 Pamodzi shall have the right, in its sole and absolute discretion, at any time prior to the
Effective Date and for a period of 180 (one hundred and eighty) days after the Effective Date,
to transfer up to 9.9% (nine point nine percent) of the Issued Shares (and a pro rata portion
of its Claims) to a person or persons approved in writing by Investco prior to such transfer,
which approval shall not be unreasonably withheld or delayed provided that the Potential
Shareholders comply fully with the provisions of clause 26.2. The provisions of clauses 18, 19
and 20.1 shall not apply to any transfer of Equity by Pamodzi in terms of the provisions of
this clause 20.2, but shall thereafter apply in full to the Potential Shareholders.




	21 COME ALONG/TAG ALONG




	21.1 If an offer is received, at any time after the expiry of the period referred to in
clause 20.1 -




	21.1.1 from a bona fide Independent Third Party to purchase all of the Shares (“Acquisition
Offer”), and a Majority of the Shareholders wish to accept such Acquisition Offer, then those
Shareholders shall be entitled to require the remaining Shareholders to sell their Shares on
the same terms and conditions as those contained in the Acquisition Offer, provided that the
purchase price payable in terms of the Acquisition Offer is equal to or greater than the Fair
Market Value of the Company taking into account -





 









 












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	21.1.1.1 that the entire Equity is to be sold in terms of the Acquisition Offer;




	21.1.1.2 the potential which the Company has in respect of the mining and processing of
uranium; and




	21.1.1.3 that it is the intention of the Parties to list the Company on a recognised
securities exchange as soon as practicably possible after the Company has commenced
production of uranium, provided that market conditions are suitable at that time, and
that the Shareholders will, in the event that the Acquisition Offer is implemented, not
participate in such listing; and




	21.1.2 by a Majority of the Shareholders to purchase all or part of their Shares and those
Shareholders wish to accept such offer (“Accepting Shareholders”), then, if so
requested in writing by any of the remaining Shareholders (“Remaining Shareholders”),
the Accepting Shareholders shall not be entitled to sell their Shares to such third
party unless the same offer mutatis mutandis is made to those Remaining Shareholders
to acquire all or a part of their Shares. Should the offer have been received from
the third party to acquire only a percentage of the Shares held by the Accepting
Shareholders, each of the Remaining Shareholders shall have the right to sell the
same percentage of their Shares to the third party.




	21.2 The provisions of clause 21.1 shall -
21.2.1 apply mutatis mutandis to all Claims on the basis set out in clause 18.1;
21.2.2 be subject to the provisions of clause 18; and




	21.2.3 be subject to the provisions of clause 19 in respect of Material Minority Shareholders
only. For the purposes of clarity, it is recorded that the





 









 












	Page 41




	provisions of clause 21.1 shall not apply until such time as all Material
Minority Shareholders have been given an opportunity to exercise their
pre-emptive rights in respect of the Acquisition Offer in accordance with
the provisions of clause 19.




	21.3 Each of the Shareholders hereby irrevocably appoints the Company as
its attorney and agent to accept the Acquisition Offer on its behalf and to do
all such things as may be necessary to comply with the provisions of clause
21.1.1.




	21.4 It is agreed that any Acquisition Offer may, subject to the
provisions of clause 29.3, be made subject to the condition precedent that the
offerer under such Acquisition Offer is entitled to withdraw its offer in the
event that it elects to conduct a due diligence investigation into the affairs of
the Company and is not satisfied with the outcome of such investigation.




	21.5 Notwithstanding any other provision contained in this clause 21 or
the terms and conditions of any Acquisition Offer, in the event that any Material
Minority Shareholder exercises its pre-emptive right in terms of clause 19 in
respect of an Acquisition Offer, it shall not be entitled to make its acceptance
subject to a due diligence investigation.




	22 DEEMED OFFERS




	22.1 Investco warrants that, as at the Effective Date, it will be a
wholly owned subsidiary of Harmony.




	22.2 Pamodzi warrants that, as at the Effective Date -




	22.2.1 it will be a wholly owned subsidiary of the Nominee;




	22.2.2 at least 70% (seventy percent) of the issued share capital of the Nominee will
be held by PRF;





 









 












	Page 42




	22.2.3 at least 70% (seventy percent) of all the voting rights attaching to the issued share
capital of the Nominee shall be held by PRF; and




	22.2.4 at least 70% (seventy percent) of the economic benefits in and to the issued share capital
of the Nominee shall be held by PRF.




	22.3 A Shareholder (“Deemed Disposer”) shall be deemed to have offered its Equity for sale to the
remaining Shareholders (“Deemed Offer”) upon the happening of any of the following events -




	22.3.1 in the case of a Corporate Shareholder (including Pamodzi) -




	22.3.1.1 there is a change in Control of such Shareholder;




	22.3.1.2 the majority of such Shareholder’s issued share capital is acquired or becomes held,
directly or indirectly, in any manner whatsoever, by any person, or persons Acting in Concert,
who did not hold, directly or indirectly, the majority of its share capital as at the
Effective Date;




	22.3.1.3 the majority of the voting rights attaching to such Shareholder’s issued share capital are
acquired or become held, directly or indirectly, in any manner whatsoever, by any person, or
persons Acting in Concert, who did not hold, directly or indirectly, the majority of such
voting rights as at the Effective Date;




	22.3.1.4 the majority of the economic benefits in or to such Shareholder’s issued share capital are
acquired or become held, directly or indirectly, in any manner whatsoever, by any person, or
persons Acting in Concert, who did not hold, directly or indirectly, the majority of the
economic benefits as at the Effective Date; or




	22.3.1.5 such Shareholder is liquidated or placed under judicial management whether provisionally
or finally, or commits an act which, if it were a






 












 









	Page 43




	natural person would constitute an act of insolvency as defined in the Insolvency
Act, 1936, or any other applicable Act, or compromises with its creditors
generally, or attempts to do so;




	22.3.2 in the case of Pamodzi, any of the events described in clause 22.3.1 takes place in
respect of the Nominee, provided that shares in, voting rights attaching to the shares in,
and/or economic benefits in or to shares in, the Nominee may be transferred to another
entity (“New Nominee”) without triggering a Deemed Offer, provided that PRF holds more than
50% (fifty percent) of the -




	22.3.2.1 issued share capital of the New Nominee;




	22.3.2.2 voting rights attaching to the issued share capital of the New Nominee; and




	22.3.2.3 economic benefits in and to the issued share capital of the New Nominee; and




	22.3.3 in the case of an Individual Shareholder, that Shareholder dies or is sequestrated or
placed under curatorship, whether provisionally or finally, or commits an act of insolvency
as defined in the Insolvency Act, 1936, or compromises with his creditors generally, or
attempts to do so; or




	22.4 The Deemed Offer will be deemed to have been made by the Deemed Disposer on the business
day preceding the happening of the relevant event, upon mutatis mutandis the same terms and
conditions as are contained in clause 19, save that -




	22.4.1 the provisions that the relevant offer has to be accepted in full failing




	which it will not be of any force or effect, shall not apply;




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	22.4.2 the purchase consideration payable for the Equity will be the Fair Market Value thereof;
and




	22.4.3 the 15 (fifteen) business day period referred to in clause 19.2 will be extended by such
number of days as may be necessary in order to finally determine the Fair Market Value of the
Equity.




	22.5 The purchase consideration payable in respect of the Equity will be paid in cash within 20
(twenty) business days of the acceptance of the Deemed Offer, and against registration of
transfer of the Shares in the register of members of the Company and the cession of the
Claims to the accepting Shareholders.




	23 RELEASE FROM SURETY OBLIGATIONS




	If one or more of the Shareholders purchase the entire shareholding of another Shareholder
pursuant to the provisions of this Agreement, the purchasing Shareholder/s shall be obliged
to use its/their best endeavours to procure the release of the selling Shareholder from any
guarantees given for the obligations of the Company, provided that such best endeavours
shall not require the discharge or material variation of any principal obligation and, until
the release is procured, the purchasing Shareholder/s shall indemnify the selling
Shareholder against liability under any such guarantee.




	24 TRANSFERS WITHIN GROUP




	24.1 Any Corporate Shareholder may transfer all of its Equity to its holding company, any
subsidiary company or any subsidiary of such holding company (“Group Company”) and will in
such event assign its rights and obligations under this Agreement to such Group Company.
Clauses 19, 20 and 21 shall not apply to a transfer of Equity between a Corporate Shareholder
and its Group Company and vice versa,




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	24.2 Should a Corporate Shareholder wish to transfer its Equity to a Group Company as
contemplated in clause 24.1 -




	24.2.1 the Group Company shall agree to be bound by all the terms and conditions herein
contained;




	24.2.2 the Corporate Shareholder shall bind itself as surety for and co-principal debtor in
solidum with the Group Company for the due compliance by the Group Company with all its
obligations under and in terms of this Agreement; and




	24.2.3 the Group Company shall undertake in writing that in the event that it ceases to be a
Group Company in relation to the Corporate Shareholder, it will forthwith transfer all
such Equity back to the Corporate Shareholder or to another Group Company of the
Corporate Shareholder.




	25 FAIR MARKET VALUE




	25.1 Whenever the Fair Market Value is required to be determined -




	25.1.1 of the Company, the Shareholders shall attempt to agree such value in writing, by way
of a Special Majority of the Shareholders; or




	25.1.2 of Equity, the Deemed Disposer and a Special Majority of the Shareholders (other than
the Deemed Disposer) shall attempt to agree in writing such value.




	25.2 Should the relevant Shareholders fail to so agree in writing the fair market value of
the Company or the relevant Equity within 20 (twenty) business days from the date of a
request by any Shareholder for such agreement,




	the Fair Market Value of the Company or the relevant Equity will be determined by the
Independent Merchant Bank. In so certifying the




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	Page 46




	Independent Merchant Bank shall -
25.2.1 act as experts and not as arbitrators; and




	25.2.2 value the Company or the relevant Equity having regard to the price a willing buyer would
pay to a willing seller negotiating at arm’s length.




	26 ADMISSION AND EXIT OF SHAREHOLDERS




	26.1 No Shares shall be issued to any third party unless agreed to by a Special Majority of
the Shareholders.




	26.2 No third party, including any transferee of Equity, will be admitted as a Shareholder
unless and until such third party shall have bound itself in writing to all the terms
and conditions of this Agreement and have nominated a domicilium citandi et executandi
for the purpose of clause 34.




	27 UNDERTAKINGS BY THE SHAREHOLDERS




	27.1 It is recognised that the continued growth of the Company will be for the benefit of
all Shareholders and accordingly the Shareholders undertake at all times to act in
their mutual interests and in the best interests of the Company and in good faith to
one another, provided that nothing herein contained shall be construed so as to place
any obligation on any Party to refer any future opportunities to the Company or to any
of the Shareholders, and the Parties shall be free to pursue any such opportunities
either on its own or in partnership with any third party.




	27.2 The Shareholders undertake at all times to do all such things, perform all such
actions and take all such steps (including in particular the exercise of their
respective voting rights in the Company) and to procure the doing of




	all such things, the performance of all such actions and the taking of all




	such steps as may be open to them and necessary for or incidental to the




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	Page 47




	putting into effect and maintenance of the terms, conditions and import of this
Agreement, provided that the aforegoing undertaking shall not place any obligation on any
Shareholders 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.




	27.3 For the purposes of clarity, it is recorded that, none of the provisions of this Agreement
will oblige any of the Shareholders to introduce business opportunities to the Company, the
Shareholders being entitled to pursue all and any such business opportunities themselves.




	28 RELATIONSHIP OF THE PARTIES




	This Agreement does not constitute a partnership. All transactions, contracts, employment,
purchases, operations, negotiations with third parties and other transactions or things
undertaken in connection with the affairs of the Company will be done, transacted,
undertaken or performed by and in the name of the Company only. None of the Parties shall
be entitled to bind the credit of any other Parties.




	29 CONFIDENTIALITY AND PUBLICITY




	29.1 The Shareholders shall take all reasonable steps to minimise the risk of disclosure of
confidential information which is proprietary to the Company, by ensuring that only their
employees and directors and those of the Company whose duties will require them to possess
any such information shall have access thereto, and that they shall be instructed to treat
the same as confidential. The foregoing shall not be applicable to the Shareholders with
respect to —




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	Page 48




	29.1.1 Information which enters the public domain other than as a result of this Agreement;




	29.1.2 information which is lawfully received from a third party not subject to any duty of
confidentiality to the applicable Shareholder with respect to such information;




	29.1.3 information which is known other than as a result of a disclosure in breach of any duty
of confidentiality to the applicable Shareholder with respect to such information; and




	29.1.4 disclosure made as required by law or enforceable legal process, or by the rules of any
securities exchange or regulatory authority having jurisdiction over such person.




	29.2 Unless agreed by a Special Majority of the Shareholders, none of the Shareholders shall
issue or make any public announcement or statement (including any written or oral
statement under circumstances where it could reasonably be expected that such statement
would be published in any media) or any other disclosure to any third party regarding
this Agreement or the transactions contemplated hereby, including, without limitation,
any reference to their terms or conditions, unless required by law or enforceable legal
process or the rules of any securities exchange or any regulatory authority having
jurisdiction over the Shareholders or any of them.




	29.3 Should a Shareholder wish to negotiate with a bona fide third party for the possible disposal
of any Equity to that bona fide third party, such Shareholder shall be entitled to disclose
confidential information concerning the Company and the Business to such bona fide third party
provided that such third party has signed and executed a confidentiality undertaking on terms
and conditions approved by a Special Majority of the




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	Page 49




	Shareholders (which approval shall not be unreasonably withheld or delayed) and
there shall be no obligation on the disclosing Shareholder to reveal the identity of
the bona fide third party at that stage.




	30 BREACH




	The Parties agree that the cancellation of this Agreement in the event of a breach would
be an inappropriate and insufficient remedy and that irreparable damage would occur if
the provisions of this Agreement were not complied with. It is accordingly agreed that,
in the event of a breach, the aggrieved Party shall be entitled (without prejudice to
any other rights which it may have in law save for the right to cancel the Agreement) to
an order for specific performance and to recover any damages which it
may have suffered.




	31 DURATION




	The provisions of this Agreement shall remain in full force and effect for so long as
at least 2 (two) Shareholders or their permitted assigns continue to hold Shares,
provided that it shall terminate upon the listing of the Shares on any recognised
securities exchange. Should a Shareholder transfer its Shares to a third party as
permitted by this Agreement, this Agreement shall cease to have any further force or
effect in relation to such transferring Shareholder, save for clauses 29 to 39.




	32 EFFECT OF TERMINATION




	Notwithstanding anything to the contrary herein contained, the provisions of clauses 29
to 39 (both inclusive) will survive any termination of this Agreement.




	33 DISPUTE RESOLUTION




	33.1 In the event of there being any dispute or difference between the Parties




	CLIFFE DEKKER





 









 












	Page 50




	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 to the dispute or failing
agreement within 10 (ten) business days of the demand for arbitration, then any party to the
dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar
Council to nominate the arbitrator, provided that the person so nominated shall be an
advocate of not less than 10 (ten) years standing as such. The person so nominated shall be
the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the
parties to the dispute failing to agree on any matter relating to the administration of the
arbitration, such matter shall be referred to and decided by the arbitrator whose decision
shall be final and binding on the parties to the dispute.




	33.3 Any party to the arbitration 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 a party to




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	Page 51




	the arbitration 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 a 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.




	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
——  ——  —




	Investco            Block 27 +27 11 684 0188




	Randfontein Office Park            marian.vanderwalt@




	Cnr Main Reef Rd & Maude Ave            harmony.co.za




	Randfontein




	Republic of South Africa
Marked for the attention of: The Company Secretary




	CLIFFE DEKKER









 









 












	Page 52




	Name            Physical Address            Telefax & Email
Pamodzi and the Pamodzi House +27 11 252 8616




	Company 1st Floor            gerard@prf1.com




	5 Willowbrook Close




	Melrose North




	Atholl




	Republic of South Africa




	Marked for the attention of: Gerard Kemp




	With a copy to            First Reserve Corporation +1 203 625 2505




	One Lafayette Place            akrueger@first




	Greenwich            reserve.com




	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 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;




	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




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	Page 53




	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 any 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.




	36.2 For the purposes of clause 33.4 or for the purposes of making the arbitration award and 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.




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	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 any 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 and
effectual for any purpose unless in writing and signed by the Party giving the same.
Any such waiver will be effective only in the specific instance and for the purpose
given. Failure or delay on the part of any Party in exercising any right, power or
privilege hereunder will not constitute or be deemed to be a waiver thereof, nor will
any single or partial exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.




	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




	





 









 












	Page 55




	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 any Party without the prior written consent
of the other Parties, 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 by or on behalf of the Parties, with each signatory signing on behalf of a
juristic person warranting that he/she has due authority to do so.




	SIGNED at            Sandton            on 18/12/2007.
For and on behalf of ARMGOLD/HARMONY JOINT
INVESTMENT COMPANY (PROPRIETARY) LIMITED
R.A.L. Atkinson
—
Signature
R.A.L. Atkinson
—
Name of Signatory
Executive
—
Designation of Signatory




	SIGNED at Sandton            on 18, December 2007.
For and on behalf of
CLIDET NO 770 (PROPRIETARY)
LIMITED
Signature
Gerard Kemp
—
Name of Signatory
Chief Investment Officer
—
Designation of Signatory









 









 












	Page 57




	CLIFFE DEKKER SIGNED at Sandton            on 18/12/  2007.
For and on behalf of
CLIDET NO 726 (PROPRIETARY)
LIMITED



R.A.L ATKINSON

Signature


P.A.L ATKINSON


Name of Signatory




EXECUTIVE

Designation of Signatory




	CLIFFE DEKKE