EX-4.31



 Exhibit 4.31 

EXECUTION VERSION 
 FIRST
ADDENDUM TO THE SALE OF A PORTION OF A MINING RIGHT AGREEMENT 
 (DE KAMP AND PASCHASKRAAL) 

between 
 RUSTENBURG PLATINUM
MINES LIMITED 
 (“the Purchaser”) 

and 
 GA-PASHA PLATINUM MINE
PROPRIETARY LIMITED 
 (“the Seller”) 

 
  
  





 
  
 



 








 



 
  

 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page No.	 
			
	 1.
	 	 Interpretation
	  	 	1	  
			
	 2.
	 	 Introduction
	  	 	1	  
			
	 3.
	 	 Amendment
	  	 	2	  
			
	 4.
	 	 Savings clause
	  	 	2	  
			
	 5.
	 	 Miscellaneous
	  	 	2	  

  
  
 



 








 



 
 1 
  


	1.	 Interpretation 


  

	1.1	 In this Addendum, the following words shall, unless otherwise stated or where inconsistent with the context in which they appear, bear the
following meanings and other words derived from the same origins as such words (that is, cognate words) shall bear corresponding meanings: 


  

					
	 1.1.1
	 	 “Addendum”
	  	 this first addendum to the Sale Agreement;

			
	 1.1.2 
	 	“First Addendum Signature Date”	  	 the date on which this Addendum is signed (whether or not in counterpart) by the last of the signing Parties;

			
	 1.1.3
	 	 “Parties”
	  	 the parties to this Addendum and the Sale Agreement being the Purchaser and the Seller; and

			
	 1.1.4 
	 	 “Sale Agreement”
	  	 the Sale of a Portion of a Mining Right Agreement (De Kamp and Paschaskraal) entered into by the Parties on 27 March 2013, together with any Schedules
thereto, as may be amended from time to time.


  

	1.2	 Except as defined in clause 1.1 or as expressly provided otherwise, capitalised words and phrases in this Addendum shall have the same meanings as
defined in the Sale Agreement. 


  

	2.	 Introduction 


  

	2.1	 On 27 March 2013, the Parties entered into the Sale Agreement. 



 

	2.2	 The Parties wish to enter into this Addendum in order to amend the Sale Agreement as set out in clause 3 of this Addendum. 



 
 



 








 



 
 2 
  


	3.	 Amendment 



With effect from the First Addendum Signature Date, the Parties amend the Sale Agreement by deleting the date “26 July
2013” from where it appears in clause 3.1 and replacing it with the date “27 September 2013”. 
  

	4.	 Savings clause 



This Addendum constitutes an amendment to the Sale Agreement within the meaning of clause 16.5 of the Sale Agreement. Save as
set out herein all the remaining terms and conditions of the Sale Agreement will continue in full force and effect and shall not be amended, varied or changed as a result of the provisions of this Addendum. 

 

	5.	 Miscellaneous 


  

	5.1	 No amendment or variation of this Addendum shall affect the terms hereof unless such amendment or variation is reduced to writing and signed by
each of the Parties. 


  

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


  
 



 








 



 
 3 
  

 SIGNATURE PAGE 

 

			
	 SELLER

	
	 Signed at                      on
             2013

	
	 
	 For and on behalf of:

	
	 GA-PHASHA PLATINUM MINE PROPRIETARY LIMITED

		
	 Name:
	 	  

		
	 Office:
	 	  

		 	(who warrants his authority)
	
	 PURCHASER

	
	 Signed at London on 25 July 2013

	
	 





	 For and on behalf of:

	
	 RUSTENBURG PLATINUM MINES LIMITED

		
	 Name:
	 	 B NQWABABA

		
	 Office:
	 	 DIRECTOR

		 	(who warrants his authority)








 SIXTH ADDENDUM TO SALE OF A PORTION OF A 

MINING RIGHT AGREEMENT 

(KLIPFONTEIN AND AVOCA) 

between 
 BOKONI PLATINUM MINES
PROPRIETARY LIMITED 
 and 

GA-PHASHA PLATINUM MINE PROPRIETARY LIMITED 
  





 









			
	 Sixth Addendum to Klipfontein & Avoca Sale Agreement – 6445838_1
	 	1
	 15 November 2013
	 	

  


	1	 PARTIES 


  

	1.1	 The Parties to this Addendum are - 


  

	 	1.1.1	 Bokoni Platinum Mines Proprietary Limited; and 


  

	 	1.1.2	 Ga-Phasha Platinum Mines Proprietary Limited. 


  

	1.2	 The Parties agree as set out below. 


  

	2	 INTERPRETATION 


  

	2.1	 In this Addendum, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and
cognate expressions bear corresponding meanings - 


  

	 	2.1.1	 “Addendum” means this sixth addendum to the Main Agreement; and 



 

	 	2.1.2	 “Main Agreement” means the sale of a portion of a mining right agreement (Klipfontein and Avoca) entered into between the Parties
on 7 September 2012, as amended by the Parties from time to time. 


  

	2.2	 All capitalised terms in this Addendum not defined in this clause 2 shall have the meaning ascribed thereto in the Main Agreement and, unless
otherwise indicated herein, any reference to the word “clause” refers to a clause of the Main Agreement. 


  

	3	 INTRODUCTION 


  

	3.1	 It is recorded that - 


  

	 	3.1.1	 the Parties entered into the Main Agreement; 


  

	 	3.1.2	 the Main Agreement was subject to the fulfilment of the Condition Precedent; and 



 

	 	3.1.3	 the Parties wish to amend certain conditions of the Main Agreement. 



 

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



 
 



 









			
		 	2
		 	

  


	4	 AMENDMENT OF MAIN AGREEMENT 



The Main Agreement is hereby amended by deleting the date “15 November 2013” from where it appears in clause
4.1 and replacing it with the date “31 January 2014”. 
  

	5	 SAVINGS CLAUSE 



Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum or
unless otherwise agreed in writing between the Parties, all the terms and conditions of the Main Agreement shall mutatis mutandis continue to apply. 
  

	6	 SIGNATURE 


  

	6.1	 This Addendum is signed by the Parties on the dates and at the places indicated below. 



 

	6.2	 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the
same Addendum as at the date of signature of the Party last signing one of the counterparts. 


  

	6.3	 The persons signing this Addendum in a representative capacity warrant their authority to do so. 



SIGNED at SANDTON on 15 November 2013 
  

	
	 For and on behalf of

	
	 BOKONI PLATINUM MINES PROPRIETARY LIMITED

	
	 




  

	 Signature

	
	 AHCH Motaung

	 Name of Signatory

	
	 Director

	 Designation of Signatory



  
 



 









			
		 	3
		 	

  

 SIGNED at SANDTON on 15 November 2013 

 

	
	 For and on behalf of

	
	 GA-PHASHA PLATINUM MINE PROPRIETARY LIMITED

	
	 




  

	 Signature

	
	 AHCH Motaung

	 Name of Signatory

	
	 Director

	 Designation of Signatory