EXHIBIT
      10.1

    


    SALE
      OF SHARES
      AGREEMENT 

     

    between/amongst

     

    AFRIORE
      INTERNATIONAL (BARBADOS) LIMITED


     

    WITS
      BASIN PRECIOUS MINERALS INC

     

    and

     

    KWAGGA
      GOLD (BARBADOS) LIMITED 

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

    

     

    
      	
              1.

            	
              THE
                PARTIES

            	
              2

            
	 	 	 
	
              2.

            	
              INTERPRETATION

            	
              2

            
	 	 	 
	
              3.

            	
              INTRODUCTION

            	
              7

            
	 	 	 
	
              4.

            	
              PURCHASE
                OF THE SHARES

            	
              7

            
	 	 	 
	
              5.

            	
              PURCHASE
                PRICE

            	
              7

            
	 	 	 
	
              6.

            	
              PAYMENT
                OF THE PURCHASE PRICE

            	
              8

            
	 	 	 
	
              7.

            	
              DATA
                AND INFORMATION

            	
              9

            
	 	 	 
	
              8.

            	
              CLOSING

            	
              10

            
	 	 	 
	
              9.

            	
              WARRANTIES

            	
              12

            
	 	 	 
	
              10.

            	
              BENEFIT
                AND RISK

            	
              12

            
	 	 	 
	
              11.

            	
              GROSS
                SALES ROYALTY

            	
              12

            
	 	 	 
	
              12.

            	
              TRANSACTION
                INDIVISIBLE

            	
              13

            
	 	 	 
	
              13.

            	
              RELEASE
                OF GUARANTEE

            	
              13

            
	 	 	 
	
              14.

            	
              CONDITIONS
                PRECEDENT

            	
              14

            
	 	 	 
	
              15.

            	
              GOVERNING
                LAW

            	
              15

            
	 	 	 
	
              16.

            	
              DISPUTES

            	
              16

            
	 	 	 
	
              17.

            	
              BREACH

            	
              16

            
	 	 	 
	
              18.

            	
              ADDRESS
                FOR NOTICES

            	
              17

            
	 	 	 
	
              19.

            	
              COSTS

            	
              18

            
	 	 	 
	
              20.

            	
              GENERAL

            	
              19

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SALE
      OF SHARES AGREEMENT

     

    Dated
      the 12th day of December 2007

     

    
      	
              1.

            	
              THE
                PARTIES

            


    

     

    
      	
              1.1

            	
              AfriOre
                International (Barbados) Limited (“the
                Seller”)

            


    

     

    
      	
              1.2

            	
              Wits
                Basin Precious Minerals Inc (“the
                Purchaser”)

            


    

     

    
      	
              1.3

            	
              Kwagga
                Gold (Barbados Limited (“the
                Company”)

            


    

     

    
      	
              2.

            	
              INTERPRETATION

            


    

     

    
      	
              2.1

            	
              The
                headnotes to the clauses of this Agreement are inserted for reference
                purposes only and shall in no way govern or affect the interpretation
                hereof.

            


    

     

    
      	
              2.2

            	
              Unless
                inconsistent with the context, the expressions set forth below shall
                bear
                the following meanings :

            


    

     

    
      	 	
              “the
                Act”

            	
              the
                Companies Act, Cap. 308 of the Laws of
                Barbados;

            


    

     

    
      	 	
              “this
                Agreement”

            	
              this
                agreement including the annexes
                hereto;

            


    

     

    
      	 	
              “the
                Auditors”

            	
              the
                auditors of the Company;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              “Bankable
                Feasibility Study”

            	
              means
                a comprehensive description of the construction, development, mining,
                processing, and marketing plan for a mine within a project area in
                such
                form and detail as is normally required by a bank or other financial
                institution (“the bank”) engaged in mining project finance for purposes of
                determining whether the bank shall finance and/or participate in
                the
                development of a mine and mining operations in respect of the whole
                or any
                part of the project area. The Bankable Feasibility Study shall include
                the
                confirmation of the estimated recoverable reserves of minerals and
                source
                material, the conduct of detailed drilling works, hydrological and
                geotechnical works, geological, mining, metallurgical, economic,
                legal,
                environmental, social and governmental studies, and metallurgical
                studies.
                The Bankable Feasibility Study shall contain estimates of both capital
                and
                operating costs and shall analyze how to proceed with mining operations
                to
                economically and commercially extract the target mineral(s), identify
                the
                optimum structure for the mining venture, and include reference to
                relevant financial aspects;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              “Business
                Day”

            	
              every
                day except Saturdays, Sundays and official public holidays in the
                Republic
                of South Africa or Barbados;

            


    

     

    
      	 	
              “the
                Claims”

            	
              all
                claims on loan account of the Seller against the Company as at the
                Signature Date;

            


    

     

    
      	 	
              “the
                Closing Date”

            	
              the
                date being 3 (THREE) Business Days after the Effective
                Date;

            


    

     

    
      	 	
              “the
                Company" 

            	
              Kwagga
                Gold (Barbados) Limited (a Company incorporated under the laws of
                Barbados
                as Company
                No. 22715);

            


    

     

    
      	 	
              “the
                Effective Date”

            	
              the
                date of fulfilment of the conditions precedent in clause 14;

            


    

     

    
      	 	
              “the
                Parties”

            	
              the
                Purchaser and the Seller;

            


    

     

    
      	 	
              “the
                Purchaser”

            	
              Wits
                Basin Precious Minerals Inc (a corporation incorporated under the
                laws of
                State of Minnesota, U.S.A);

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              “the
                Seller”

            	
              AfriOre
                International (Barbados) Limited (a Company incorporated under the
                laws of
                Barbados as Company No. 12272); 

            


    

     

    
      	 	
              “the
                Shares”

            	
              3 500 000
                (THREE MILLION FIVE HUNDRED THOUSAND) Common Shares, fully paid up,
                in the
                issued share capital of the Company, constituting 65% (SIXTY FIVE
                PERCENT)
                of the entire issued share capital of the Company as at the Signature
                Date
                and which will represent 50% (FIFTY PERCENT) of the entire issued
                ordinary
                share capital of the Company after the acquisition of the further
                15%
                (FIFTEEN PERCENT) shareholding in the Company to be acquired by the
                Purchaser as referred to in clause 6.1;

            


    

     

    
      	 	
              “the
                Shareholders Agreement”

            	
              the
                Shareholders Agreement between the Parties concluded on
                27 August 2004 regulating the relationship of the Parties as
                shareholders in the Company;

            


    

     

    
      	 	
              “Signature
                Date”

            	
              the
                date of this Agreement;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              “the
                Subsidiary”

            	
              Kwagga
                Gold (Proprietary) Limited (Registration No. 1998/007520/07), a company
                incorporated according to the laws of South Africa, which as at the
                Signature Date is a wholly-owned subsidiary of the Company;

            


    

     

    
      	 	
              “US$”

            	
              United
                States dollars. 

            


    

     

    
      	
              2.3

            	
              If
                any provision in a definition is a substantive provision conferring
                rights
                or imposing obligations on any Party, notwithstanding that it is
                only in
                the definition clause, effect shall be given to it as if it were
                a
                substantive provision of this
                Agreement.

            


    

     

    
      	
              2.4

            	
              Any
                reference to an enactment is to that enactment as at the Signature
                Date.

            


    

     

    
      	
              2.5

            	
              Unless
                inconsistent with the context, an expression which denotes
                :

            


    

     

    
      	
              2.5.1

            	
              any
                gender includes the other genders;

            


    

     

    
      	
              2.5.2

            	
              a
                natural person includes an artificial person and vice
                versa;

            


    

     

    
      	
              2.5.3

            	
              the
                singular includes the plural and vice
                versa.

            


    

     

    
      	
              2.6

            	
              Where
                any term is defined within the context of any particular clause in
                this
                Agreement, the term so defined, unless it is clear from the clause
                in
                question that the term so defined has limited application to the
                relevant
                clause, shall bear the meaning ascribed to it for all purposes in
                terms of
                this Agreement, notwithstanding that that term has not been defined
                in
                this interpretation clause.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              INTRODUCTION

            


    

     

    
      	
              3.1

            	
              The
                Seller is the beneficial owner of the Shares and the Claims and has
                good
                right and title to dispose of the
                same.

            


    

     

    
      	
              3.2

            	
              The
                Seller wishes to sell, and the Purchaser wishes to purchase, the
                Shares
                and the Claims upon the terms set out in this
                Agreement.

            


    

     

    
      	
              4.

            	
              PURCHASE
                OF THE SHARES

            


    

     

    
      	
               

            	
              The
                Seller will sell to the Purchaser, and the Purchaser will purchase
                from
                the Seller the Shares and the Claims with effect from the Closing
                Date.

            


    

     

    
      	
              5.

            	
              PURCHASE
                PRICE

            


    

     

    
      	
              5.1

            	
              The
                purchase price for the Shares and the Claims is US$1 162 000
                (ONE MILLION ONE HUNDRED AND SIXTY TWO THOUSAND US DOLLARS). 

            


    

     

    
      	
              5.2

            	
              The
                purchase price in clause 5.1
                shall be allocated to the Claims at the face value thereof and the
                balance
                to the Shares.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              PAYMENT
                OF THE PURCHASE PRICE

            


    

     

    
      	
              6.1

            	
              The
                purchase price shall be paid by the Purchaser to the Seller in cash
                on
                31 December 2008, or within 3 (THREE) months after the date of
                completion of the exploration expenditure by the Purchaser of
                US$1 400 000 (ONE MILLION FOUR HUNDRED THOUSAND US DOLLARS) to
                acquire a further 15% (FIFTEEN PERCENT) shareholding in the Company
                in
                terms of clause 2 of the Shareholders Agreement (to which the Purchaser
                commits itself), whichever date is the
                earlier.

            


    

     

    
      	
              6.2

            	
              The
                payment in clause 6.1
                shall be made by means of telegraphic transfer into a bank account
                of the
                Seller (the details of which shall be provided to the Purchaser by
                the
                Seller in writing on the Closing Date) on
                the date specified in clause 6.1.

            


    

     

    
      	
              6.3

            	
              As
                security for the due and proper performance of its obligations set
                out in
                clause 6.1
                and clause 6.2,
                the Purchaser will grant to the Seller a charge and security interest
                to
                and in all of the rights, interest and title of the Purchaser in
                and to
                the Shares with effect from the Closing Date
                and, for the purpose thereof and in fulfilment of this condition,
                will
                execute a Charge Over Shares Agreement, in the form of the draft
                attached
                hereto Annex 2 to be dated as of the Closing
                Date.

            


    

     

    
      	
              6.4

            	
              Notwithstanding
                the grant of security interest in the Shares in clause 6.3,
                the Purchaser shall be entitled (prior to transfer of such shares)
                to:

            


    

     

    
      	
              6.4.1

            	
              all
                dividends declared in respect of the charged shares;
                and

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              6.4.2

            	
              exercise
                all voting rights attaching to the charged
                shares.

            


    

     

    
      	
              6.5

            	
              The
                Parties acknowledge and agree that:

            


    

     

    
      	
              6.5.1

            	
              the
                obligations of the Purchaser secured by such charge are obligations
                of a
                commercial nature;

            


    

     

    
      	
              6.5.2

            	
              the
                application of the provisions of these clauses 6.3
                to
                6.7
                will confer upon the Seller certain procedural benefits which, in
                the
                light of this Agreement, are fair, reasonable and necessary to ensure
                that
                the Seller does not suffer unfair commercial prejudice pursuant to
                a
                breach by the Purchaser of its obligations in clause 6.1.

            


    

     

    
      	
              6.6

            	
              The
                Purchaser shall on the Closing Date deliver to the Seller the original
                share certificates in respect of the charged shares
                in the Company and duly signed share transfer forms (which shall
                be
                undated and blank as to transferee).
                No
                breach by the Purchaser of any obligation to deliver a document to
                the
                Seller in terms of this clause 6.6
                shall affect the validity or completion of the charge over the shares
                in
                the Company.

            


    

     

    
      	
              6.7

            	
              The
                charge referred to in clauses 6.3
                to
                6.6
                shall be released by the Seller forthwith upon the payment of the
                purchase
                price in clause 6.1
                by
                the Purchaser to the Seller.

            


    

     

    
      	
              7.

            	
              DATA
                AND INFORMATION

            


    

     

    
      	
              7.1

            	
              The
                Seller shall, on or before the Effective Date, furnish to the
                Purchaser:

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              7.1.1

            	
              the
                audited consolidated financial statements for the Company’s previous two
                (2) fiscal years, if available (unaudited consolidated financial
                statements if audited are unavailable);


            


    

     

    
      	
              7.1.2

            	
              the
                most current interim consolidated financial statements for the Company;
                and

            


    

     

    
      	
              7.1.3

            	
              any
                additional relevant financial information that the Seller possesses
                or may
                reasonably access or obtain and as reasonably requested by the Purchaser
                from time to time.

            


    

     

    
      	
              7.2

            	
              The
                Seller shall on the Effective Date furnish to the Purchaser all data
                and
                information in its possession relating to the Project Area provided
                that
                the Seller shall give no warranties in regard to the accuracy or
                veracity
                thereof.

            


    

     

    
      	
              7.3

            	
              The
                Seller shall furnish to the Purchaser all data and information relating
                to
                the Project Area which comes into its possession any time before
                payment
                of the purchase price in clause 6.1;
                provided that no warranties shall be given to the Purchaser in regard
                to
                the accuracy or veracity thereof.

            


    

     

    
      	
              8.

            	
              CLOSING

            


    

     

    
      	
              8.1

            	
              On
                the Closing Date and against the Purchaser furnishing the security
                in
                accordance with the provisions of clause 6.3
                the Seller shall deliver to the Purchaser
                :

            


    

     

    
      	
              8.1.1

            	
              the
                written resignations of the directors, secretary and other officers,
                if
                any, of the Company and the Subsidiary appointed by the
                Seller;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              8.1.2

            	
              a
                written resignation of the Auditors and the auditors of the Subsidiary,
                if
                the Purchaser so requires;

            


    

     

    
      	
              8.1.3

            	
              all
                books, documents, titles and records of the Company and the
                Subsidiary;

            


    

     

    
      	
              8.1.4

            	
              original
                certificates in respect of the Shares together with a currently dated
                transfer form relating thereto, duly signed by the
                Seller;

            


    

     

    
      	
              8.1.5

            	
              a
                written release and discharge of the Claims signed by the
                Seller;

            


    

     

    
      	
              8.1.6

            	
              a
                certified extract of the resolution of board of directors of the
                Company
                approving the sale and transfer of the Shares and the release and
                discharge of the Claims;

            


    

     

    
      	
              8.1.7

            	
              a
                certified extract of the resolution of shareholders of the Company
                approving of the sale and transfer of the Shares and the cession
                of the
                Claims.

            


    

     

    
      	
              8.2

            	
              On
                the Closing Date the Parties shall meet at the offices of Taback
                and
                Associates (Proprietary) Limited, 13 Eton Road , Parktown, Johannesburg,
                South Africa at 10h00 to exchange the charge documents referred to
                in
                clause 6.6
                and the items mentioned in clause 8.1.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              WARRANTIES

            


    

     

    The
      Seller warrants to the Purchaser that it owns the Shares and is entitled to
      give
      title thereto to the Purchaser. The Seller gives to the Purchaser no other
      warranties, representations or undertakings regarding the Company or the
      Subsidiary or any of the assets or liabilities of the Company or the
      Subsidiary.

     

    
      	
              10.

            	
              BENEFIT
                AND RISK

            


    

     

    
      	
               

            	
              Notwithstanding
                the Signature Date, the benefit and risk relating to the Shares,
                shall be
                deemed to have passed to the Purchaser with effect from the Closing
                Date.

            


    

     

    
      	
              11.

            	
              GROSS
                SALES ROYALTY

            


    

     

    
      	
              11.1

            	
              Additional
                consideration for the sale of the Shares contemplated in this Agreement
                shall be payable by the Purchaser to the Seller in the form of the
                Gross
                Sales Royalty provided for and calculated in accordance with Annex
“1”
                hereto.

            


    

     

    
      	
              11.2

            	
              The
                Company hereby binds itself to the provisions of this clause 11
                as
                read with Annex “1” hereto.

            


    

     

    
      	
              11.3

            	
              The
                Company shall be entitled to buy back 1% (ONE PERCENT) of the 2%
                (TWO
                PERCENT) Gross Sales Royalty referred to in this clause 11
                as
                read with Annex “1”, in return for the cash payment of
                US$2 000 000 (TWO MILLION U.S. DOLLARS) which right is
                exercisable for a period of 6 (SIX) months after completion of a
                Bankable
                Feasibility Study by the Subsidiary, in respect of the Project Area
                (or
                any part thereof) as defined in the Shareholders Agreement. The Company
                shall advise the Seller (or whoever holds the Gross Sales Royalty
                at the
                time) of the completion of the Bankable Feasibility Study within
                30
                (THIRTY) days of its completion.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              11.4

            	
              The
                Seller shall be entitled to cede, assign and transfer the Gross Sales
                Royalty to any third party at its election without the necessity
                for
                obtaining the consent of the Purchaser therefor; provided that such
                third
                party shall be required to agree in writing to be bound by the terms
                of
                this Agreement relating to the Gross Sales Royalty, including without
                limitation the Company’s option to buy back a portion of the Gross Sales
                Royalty in accordance with the terms of clause 11.3.

            


    

     

    
      	
              12.

            	
              TRANSACTION
                INDIVISIBLE

            


    

     

    
      	
               

            	
              All
                the transactions and arrangements contained or contemplated by this
                Agreement, including those contemplated in terms of the annexes hereto,
                constitute a single and indivisible
                transaction.

            


    

     

    
      	
              13.

            	
              RELEASE
                OF GUARANTEE

            


    

     

    
      	
              13.1

            	
              The
                Purchaser shall use reasonable commercial endeavours to procure the
                release as soon as possible after the Signature Date, of the Seller
                and
                any of its subsidiaries from any suretyship/guarantee obligations
                which
                the Seller or the Subsidiary may have undertaken on behalf of the
                Company
                or the Subsidiary.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              13.2

            	
              To
                the extent necessary to procure the release of any such
                suretyship/guarantee, the Purchaser shall
                :

            


    

     

    
      	
              13.2.1

            	
              discharge
                or fulfil or procure the discharge or fulfilment of those debts or
                obligations set forth on Annex 3 hereto to which any suretyship/guarantee
                concerned may relate; or

            


    

     

    
      	
              13.2.2

            	
              substitute
                its suretyship/guarantee in place of the suretyship/ guarantee concerned
                for those debts or obligations set forth on Annex 3
                hereto.

            


    

     

    
      	
              13.3

            	
              Pending
                the procurement of the release of any suretyship/guarantee as set
                out in
                clauses 13.1
                and 13.2,
                the Purchaser hereby indemnifies the Seller (and any of its subsidiaries
                concerned all of which shall be deemed to have accepted the benefit
                of
                this clause on signature hereof by the Seller) against any claims
                which
                may be made against any of them in terms of the suretyship/guarantee
                concerned.

            


    

     

    
      	
              14.

            	
              CONDITIONS
                PRECEDENT

            


    

     

    
      	
              14.1

            	
              This
                Agreement (save for the provisions of this clause 14)
                is subject to the fulfilment of the conditions precedent that on
                or before
                14 June 2008 (or such extended date as the Parties may agree in writing
                from time to time) :

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              14.1.1

            	
              the
                Minister of Minerals and Energy furnishes written consent in terms
                of
                section 11 of the Mineral and Petroleum Resources Development Act
                28 for
                the change in controlling interest of the Subsidiary brought about
                by the
                transaction contemplated in this
                Agreement;

            


    

     

    
      	
              14.1.2

            	
              the
                Articles of Incorporation of the Company are amended to delete the
                provisions contained therein which stipulate that no share in the
                capital
                of the Company may be transferred without the prior approval of the
                directors of the Company, or a committee of such
                directors

            


    

     

    
      	
              14.2

            	
              The
                Parties shall use their reasonable commercial endeavours to procure
                fulfilment of the conditions precedent timeously. The costs related
                to
                such fulfilment shall be borne by the
                Purchaser.

            


    

     

    
      	
              14.3

            	
              Should
                the conditions precedent not be fulfilled timeously this Agreement
                shall
                lapse and cease to be of any further force or
                effect.

            


    

     

    
      	
              15.

            	
              GOVERNING
                LAW

            


    

     

    
      	
               

            	
              The
                interpretation and implementation of this Agreement shall be governed
                by
                and construed in accordance with the laws of Barbados. The parties
                hereto
                hereby submit to the exclusive jurisdiction of the Supreme Court
                of
                Barbardos.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              DISPUTES

            


    

     

    
      	
               

            	
              The
                Parties shall use their reasonable endeavours to resolve any dispute
                arising out of or in connection with this Agreement, (including any
                question regarding its existence, validity, implementation or
                termination), failing which the dispute shall first be referred to
                the
                Chief Executive Officer of the Purchaser and a director of the Seller
                appointed by Lonmin plc. Should such dispute not be resolved between
                them
                within 30 (THIRTY) days of the referral to them the dispute shall
                be
                referred to and finally resolved by arbitration in accordance with
                the
                provisions of clause 11.3 of the Shareholders Agreement the terms
                of which
                are hereby incorporated by reference.


            


    

     

    
      	
              17.

            	
              BREACH

            


    

     

    Should
      either Party (“the
      Defaulting Party”)
      commit
      a breach of any of the provisions hereof, then the other Party (“the
      Aggrieved Party”)
      shall,
      if it wishes to enforce its rights hereunder, be obliged to give the Defaulting
      Party 30 (THIRTY) Business Days written notice to remedy the breach. If the
      Defaulting Party fails to comply with such notice, the Aggrieved Party shall
      be
      entitled to cancel this Agreement against the Defaulting Party or to claim
      immediate payment and/or performance by the Defaulting Party of all of the
      Defaulting Party's obligations whether or not the due date for payment and/or
      performance shall have arrived, in either event without prejudice to the
      Aggrieved Party's rights to claim damages. The foregoing is without prejudice
      to
      such other rights as the Aggrieved Party may have at law or equity; provided
      always that, notwithstanding anything to the contrary contained in this
      Agreement, the Aggrieved Party shall not be entitled to cancel this Agreement
      for any breach by the Defaulting Party unless such breach is a material breach
      going to the root of this Agreement and is incapable of being remedied by a
      payment in money, or if it is capable of being remedied by a payment in money,
      the Defaulting Party fails to pay the amount concerned within 14 (FOURTEEN)
      Business Days after such amount has been finally determined.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              18.

            	
              ADDRESS
                FOR NOTICES

            


    

     

    
      	
              18.1

            	
              The
                Parties hereto choose an address for notices for purposes of and
                in
                connection with this Agreement as follows
                :

            


    

        

    
      	18.1.1	the
              Seller -	C/O
              Lonmin Platinum


      	 	 	Northdowns
              Office Park


      	 	
               

            	
              17
                Georgian Crescent

            


      	 	 	Bryanston
              East


      	 	 	Johannesburg


      	 	 	
              South
                Africa

              Fax
                No: +27 11 516 1442

            


    

     

    
      	18.1.2	the
              Purchaser-	80
              South


      	 	 	8th
              Street


      	 	
               

            	
              Suite
                900

            


      	 	 	Minneapolis


      	 	 	Minnesota


      	 	 	
              55402

              USA

            


    

     

    
      	18.1.3	the
              Company-	C/O
              Lonmin Platinum


      	 	 	Northdowns
              Office Park


      	 	
               

            	
              
                17
                  Georgian Crescent

              

            


      	 	 	Bryanston
              East


      	 	 	Johannesburg


      	 	 	
              South
                Africa

              Fax
                No: +27 11 516 1442

            


    

     

    
      	
              18.2

            	
              Either
                Party hereto shall be entitled to change its address for notices
                from time
                to time, provided that any new domicilium selected by it shall be
                an
                address at which process may be served, and any such change shall
                only be
                effective upon receipt of notice in writing by the other Party of
                such
                change.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              18.3

            	
              All
                notices, demands, communications or payments intended for either
                Party
                shall be made or given at such Party's chosen address for the time
                being.

            


    

     

    
      	
              18.4

            	
              A
                notice sent by one Party to another Party shall be deemed to be
                received :

            


    

     

    
      	
              18.4.1

            	
              on
                the same day, if delivered by hand;

            


    

     

    
      	
              18.4.2

            	
              on
                the same day of transmission if sent electronically or by facsimile
                with
                receipt received confirming completion of
                transmission;

            


    

     

    
      	
              18.4.3

            	
              on
                the 14th (FOURTEENTH) Business Day after posting, if sent by prepaid
                registered mail.

            


    

     

    
      	
              18.5

            	
              Notwithstanding
                anything to the contrary herein contained a written notice or
                communication actually received by a Party shall be an adequate written
                notice or communication to it notwithstanding that it was not sent
                to or
                delivered at its chosen address.

            


    

     

    
      	
              19.

            	
              COSTS

            


    

     

    Each
      Party shall bear its own costs of and incidental to the preparation, negotiation
      and execution of this Agreement. Any stamp duty or other costs and duties
      payable in connection with the transfer of the Shares shall
      be
      paid by the Purchaser.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              20.

            	
              GENERAL

            


    

     

    
      	
              20.1

            	
              This
                Agreement constitutes the sole record of the agreement between the
                Parties, in regard to the subject matter thereof, and supersedes
                all prior
                agreements entered into between the Parties in regard to the subject
                matter thereof, including but not limited to the Shareholders
                Agreement.

            


    

     

    
      	
              20.2

            	
              Neither
                Party shall be bound by any express or implied term, representation,
                warranty, promise or the like, not recorded
                herein.

            


    

     

    
      	
              20.3

            	
              No
                addition to, variation or consensual cancellation of this Agreement
                shall
                be of any force or effect unless in writing and signed by or on behalf
                of
                both the Parties.

            


    

     

    
      	
              20.4

            	
              No
                indulgence which either of the Parties (“the
                Grantor”)
                may grant to the other (“the
                Grantee”)
                shall constitute a waiver of any of the rights of the Grantor, who
                shall
                not thereby be precluded from exercising any rights against the Grantee
                which might have arisen in the past or which might arise in the
                future.

            


    

     

    
      	
              20.5

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

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              20.6

            	
              Neither
                Party shall be entitled to cede, assign or otherwise transfer all
                or any
                of its rights, interest or obligations under and in terms of this
                Agreement to any person, without the prior written consent of the
                other
                Party which consent may not be unreasonably withheld; provided that
                the
                Purchaser may assign its rights and obligations under this Agreement
                to a
                controlled subsidiary of the Purchaser without the prior written
                consent
                of the Seller or the Company, provided that prior to the effective
                date of
                such assignment the Purchaser gives written notice of such assignment
                to
                the Seller and the controlled subsidiary executes a charge over the
                Shares
                in favour of the Seller on substantially the same terms and conditions
                as
                the draft attached hereto as Annex 2. For purposes of this
                clause 20.6,
                the term “controlled subsidiary” shall include any entity of which (i) the
                Purchaser possesses, directly or indirectly, 50% (FIFTY PERCENT)
                or more
                of the beneficial ownership or voting power, or (ii) the Purchaser
                possesses, directly or indirectly, 25% (TWENTY FIVE PERCENT) or more
                of
                the beneficial ownership or voting power and has the ability to control
                the composition of the board of directors or other governing body
                of the
                entity; provided that if the controlled subsidiary ceases to be a
                controlled subsidiary of the Purchaser prior to both of the payments
                in
                clauses 5.1
                and 6.2
                having been made, such rights and obligations shall be re-ceded back
                to
                the Purchaser.

            


    

     

    
      	
              20.7

            	
              Each
                provision of this Agreement shall be interpreted in such manner as
                to be
                effective and valid under applicable law, but if any provision of
                this
                Agreement shall be held to be prohibited by or invalid under applicable
                law, such provision shall be ineffective only to the extent of such
                prohibition or invalidity, without invalidating the remaining provisions
                of this Agreement.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              20.8

            	
              This
                Agreement may be executed in one or more counterparts and by different
                parties in separate counterparts, each of which when so executed
                and
                delivered shall be deemed to be an original, but all of which counterparts
                taken together shall constitute but one and the same
                Agreement.

            


    

     

    

      
        	 	
                for
                  and on behalf of

              
	 	
                the
                  Seller

              
	 	 
	 	 
	 	
                /s/
                  Christopher John Davies

              
	 	
                by
                  : Christopher John Davies

              
	 	
                who
                  warrants his authority hereto

              
	 	 
	 	 
	 	
                for
                  and on behalf of :

              
	 	
                the
                  Purchaser

              
	 	 
	 	
                /s/
                  H. Vance White

              
	 	
                by
                  : H. Vance White, Chairman

              
	 	
                who
                  warrants his authority hereto

              
	 	 
	 	 
	 	
                for
                  and on behalf of :

              
	 	
                the
                  Company

              
	 	 
	 	 
	 	
                /s/
                  Christopher John Davies

              
	 	
                by
                  : Christopher John Davies

              
	 	
                who
                  warrants his authority hereto

              


      

    

     

    
      
        
        

      

      
        21