Ergo Uranium/ERPM Agreement
 ISL/HD 210110
 Memorandum of Agreement
 Made and entered into between:-
 ERGO URANIUM (PROPRIETARY) LIMITED
    (a company duly incorporated in accordance with the company laws of the Republic of South Africa with limited liability, herein represented by Diederik Albert Willem van der Walt, in his capacity as a director thereof, he being duly authorised hereto under and by virtue of a resolution of the board of directors of the company passed at Johannesburg, RSA on the 11
 th
  marked "A"
 of the one part;
  
 EAST RAND PROPRIETARY MINES LIMITED
    (a company duly incorporated in accordance with the company laws of the Republic of South Africa with limited liability, herein represented by Themba Gwebu, in his capacity as a director thereof, he being duly authorised hereto under and by virtue of a resolution of the board of directors of the company passed at Johannesburg, RSA  on  the              day  of  January  2010, and a certified copy whereof is annexed hereto marked "B");
 of the other part.


1.
 Definitions
      AGREEMENT
    PARTIES
  ANGLOGOLD
  RSA
 ANGLOGOLD
 AGREEMENT
   ANGLOGOLD COMPANY DRD SA
 MINTAILS SA RSA
  Ergo
 Mining Assets
      ARGONAUT
  RSA
   DRD SA
 ARGONAUT CLAIMS
  ARGONAUT


WITFONTEIN
 EFFECTIVE DATE
   WITFONTEIN
 ARGONAUT EQUITY
 ARGONAUT
 CLAIMS ARGONAUT SHARES
 ARGONAUT SHARES
   WITFONTEIN
  ARGONAUT
  WITFONTEIN
 APPROVALS
     RSA
 TRANSACTION
          ASX
  MINTAILS AUS


RSA
  ANGLOGOLD DRD
 SA
  MINTAILS
 SA ANGLOGOLD
 ANGLOGOLD
 AGREEMENT
 MINTAILS SA
     DRD SA
 MINTAILS SA
  ANGLOGOLD
  COMPETITION COM-
 MISSION / TRIBUNAL
 DME
  CONTRACTS
 ASSETS
  COMPANY
 EFFECTIVE DATE
   COMPANY
  LICENCES RIGHTS


COMPANY
 COMPANY
 BUSINESS EFFECTIVE DATE
   ASX
     ATTORNEYS
   Feinsteins RSA
 BUSINESS
   COMPANY ASSETS
 CLOSING DATE
         COMPANY
  RSA


CROWN
   ERGO URANIUM
  COMPANIES ACT
  RSA
 COMPETITION
 COMMISSION / TRIBUNAL”
    RSA
 CONTRACTS
  EFFECTIVE DATE
 COMPANY
   PARTIES
 CROWN
  RSA
 DRD SA
 DME
  RSA
 DRD SA
  RSA


CROWN ERPM
 EFFECTIVE DATE
  st
  SIGNATURE DATE
 ERGO URANIUM
     MINTAILS MAURITIUS
 ERPM
    DRD
 SA
 INTERIM PERIOD
 EFFECTIVE
 DATE CLOSING DATE
 LICENCES
  DME
 MPRDA
 COMPANY
  PARTIES
 MINTAILS AUS
      ASX
 MINTAILS MAURITIUS


ERGO URANIUM
 MINTAILS SA
  RSA
  MINTAILS AUS
 MPRDA
   RSA
  PARTIES
  AGREEMENT
 RESOLUTIONS
    MINTAILS
 AUS
 RSA
 ERGO URANIUM
  TRANSACTION
  RIGHTS
 LICENCES
   COMPANY
 BUSINESS


PARTIES
 RSA
  SALE CLAIMS
  ERGO URANIUM
 AGREEMENT
 MINTAILS SA
 COMPANY
 EFFECTIVE DATE
     SALE EQUITY
 SALE CLAIMS
 SALE SHARES
 SALE SHARES
   COMPANY
   ERGO
 URANIUM
 SHAREHOLDERS’
 AGREEMENT
  RSA
 CROWN ERGO
 URANIUM
 ERGO MINING
 ERGO MINING
 SIGNATURE DATE
  AGREEMENT PARTY


TRANSACTION
  AGREEMENT
 SALE
 EQUITY
 WITFONTEIN
  RSA
            ARGONAUT
   MINTAILS SA
    vice versa


AGREEMENT
    including
 eiusdem generis
      AGREEMENT
  AGREEMENT contra proferentem
   RSA
 winding-up curatorship
  AGREEMENT PARTY
   permitted assigns
 PARTIES
  Recordal
  COMPANY BUSINESS
  COMPANY CROWN ERGO URANIUM
   MINTAILS AUS DRD SA
 ERGO MINING ERGO
 URANIUM ERPM
 SALE EQUITY


3.
 Conditions Precedent
  AGREEMENT
    APPROVALS
  PARTIES
   RESOLUTIONS
 SIGNATURE DATE
  PARTIES
  PARTIES
   PARTIES
 AGREEMENT ipso facto
 ab initio PARTIES
 quo ante SIGNATURE DATE
 PARTIES
 AGREEMENT
 PARTIES
  SIGNATURE
 DATE
     Warranty and Acknowledgments
  Warranty
 ERGO URANIUM ERPM
 SALE EQUITY
 AGREEMENT


Acknowledgments
  By ERPM
 ERPM
   ERGO URANIUM
 ERPM
 TRANSACTION SALE
 EQUITY voetstoots
 CROWN
 COMPANY ERPM au fait
 COMPANY
 BUSINESS ASSETS
 ERPM
 ERGO URANIUM CROWN
 TRANSACTION
  ERGO URANIUM
 ASSETS
 ERPM
   ERPM
 COMPANY
 EFFECTIVE DATE
  By ERGO URANIUM
 ERGO URANIUM
 SALE EQUTY
 ARGONAUT EQUITY voetstoots
 ERPM
 ARGONAUT
 ARGONAUT EQUITY
 AGREEMENT


5.
 Sale
 AGREEMENT
   ERGO URANIUM ERPM
 SALE EQUITY
   SALE EQUITY
 ERGO URANIUM ERPM EFFECTIVE
 DATE
  Purchase Consideration
 SALE EQUITY
   SALE CLAIMS
   SALE SHARES
  Payment of Purchase Consideration
      ERPM
    SIGNATURE DATE
       CLOSING DATE


ERPM ATTORNEYS
      ARGONAUT EQUITY
 ERPM ERGO URANIUM CLOSING DATE
   ERPM ATTORNEYS
 RSA
  ATTORNEYS
    ATTORNEYS
  RSA
   ATTORNEYS
 ERPM CLOSING
 DATE
  ATTORNEYS ERGO URANIUM
 ERPM
    ERPM
  ATTORNEYS ERGO URANIUM
    ATTORNEYS
   CLOSING


DATE
     PARTIES
  Loan and Collateral Security therefor
  ERPM
 ATTORNEYS
 ERGO
 URANIUM
 ERPM ERGO URANIUM CLOSING DATE
 CLOSING DATE
 AGREEMENT PARTIES
  ERGO
 URANIUM ERPM
  ERGO URANIUM
 SIGNATURE DATE ATTORNEYS SALE EQUITY
 ERPM
  CLOSING DATE
  ERPM
      ERGO URANIUM
   ATTORNEYS
 ERPM
  bona fide
  bona


fide ERPM
 ERGO URANIUM
   Rehabilitation Deposit
 PARTIES
  ANGLOGOLD AGREEMENT COMPANY
    ANGLOGOLD
 marked “C”
       COMPANY ANGLOGOLD
    PARTIES
   ERPM
  CONTRACTS
  CONTRACTS
 COMPANY
 PARTIES
 CLOSING DATE
 EFFECTIVE DATE
   ERPM


11.
 INTERIM PERIOD
 COMPANY CROWN DRD SA
 ERGO URANIUM PARTIES INTERIM PERIOD
 BUSINESS
 PARTIES
   INTERIM PERIOD PARTIES
 COMPANY
 ASSETS BUSINESS
  COMPANY
  ASSETS
 COMPANY
  COMPANY
  AGREEMENT
 COMPANY
   COMPANY
  COMPANY
     AGREEMENT
 COMPANY
 ASSETS


12.
 CLOSING DATE
 CLOSING DATE PARTIES
 inter alia
  ERGO URANIUM
  SALE EQUITY ATTORNEYS
 ERPM
  SALE SHARES
  SALE
 SHARES ERPM
  SALE CLAIMS
 ERPM
  ERPM
  ERGO URANIUM
 COMPANY
 COMPANY
  COMPANY
 SALE SHARES
 ERPM
 SALE
 CLAIMS ERPM
  ERGO URANIUM
 ERPM
  ERPM ERGO URANIUM
  ARGONAUT SHARES
  ARGONAUT
 SHARES ERGO URANIUM


ARGONAUT CLAIMS
 ERGO URANIUM
  ARGONAUT
 WITFONTEIN
 WITFONTEIN
  WITFONTEIN
 voetstoots
 ARGONAUT SHARES ERGO URANIUM
  ARGONAUT CLAIMS
 ERGO URANIUM
 ARGONAUT
 ERGO URANIUM
  ATTORNEYS ERGO URANIUM
   PARTIES SHAREHOLDERS’ AGREEMENT
  CROWN
 AGREEMENT
   WITFONTEIN
  ERGO URANUM MINTAILS SA
 AGREEMENT Mintails
 Group ERPM Mintails
 Group ARGONAUT EQUITY
 CLOSING
 DATE
   CLOSING DATE


Mintails Group ERPM
 ARGONAUT EQUITY
 bona fide
 Mintails Group
  Mintails Group
   ERPM
 Mintails Group
  ERPM
 ARGONAUT EQUITY
  mutatis mutandis
 ERPM
   CLOSING DATE
 Mintails Group bona fide MINTAILS AUS
 RSA ARGONAUT EQUITY
 MINTAILS AUS
 ERPM
 ARGONAUT
 EQUITY
 ERPM
 Mintails Group
 ERPM
  ERGO URANIUM ARGONAUT EQUITY
 ERGO URANIUM MINTAILS SA
 ATTORNEYS
  
  MINTAILS SA
 MINTAILS SA COMPANY
 SALE CLAIMS MINTAILS
 SA AGREEMENT


ERPM TRANSACTION
   No Commission
 PARTIES
 AGREEMENT ERGO URANIUM ERPM
 AGREEMENT
  Regulatory Authorities
  AGREEMENT PARTIES
   AGREEMENT TRANSACTION
    Breach Provisions
  PARTIES
 AGREEMENT
 PARTY PARTY
  PARTY
 AGREEMENT
  PARTY
  PARTY
  AGREEMENT
   Adjudication of Disputes
  PARTIES
     PARTIES


AGREEMENT
   PARTIES
  PARTIES
  RSA
  RSA
        RSA
   RSA
          AGREEMENT


AGREEMENT
 AGREEMENT
  AGREEMENT
   RSA
  General
  Clause Headings
 AGREEMENT
 AGREEMENT
 PARTY
  AGREEMENT
  Domicilia
 PARTIES domicilia citandi et executandi
 AGREEMENT
   ERPM
 RSA
   ERGO URANIUM
 st
  RSA
   PARTY PARTY
 domicilium


PARTY
 domicilium RSA
     PARTIES
  PARTY
  Costs
   SALE SHARES ERPM
 ERPM
  ARGONAUT EQUITY ERGO URANIUM
 ERGO URANIUM
   ERGO URANIUM
 ERPM
 COMPETITION COMMISSION/TRIBUNAL
 ERPM
  AGREEMENT
 ERGO URANIUM
 ERPM
  Non-Waiver
  AGREEMENT
 PARTIES
  AGREEMENT
 PARTIES


PARTY
 AGREEMENT
  PARTY
  PARTY
  PARTY
   PARTIES
   AGREEMENT
 PARTY
   Severability of Contract
 AGREEMENT
 AGREEMENT
   Good Faith and Implementation
 PARTIES
    AGREEMENT
 PARTIES
 AGREEMENT
 AGREEMENT
   AGREEMENT
    AGREEMENT


AGREEMENT
   Whole Agreement
 AGREEMENT PARTIES
 AGREEMENT
  AGREEMENT
 PARTIES
  Counterparts
 AGREEMENT
  AGREEMENT
   ERGO URANIUM RSA
 st
                 2.
         Thus done and signed by ERPM at Johannesburg, RSA on this the 21
 st
                 2.


Thus done and countersigned by MINTAILS SA at Johannesburg, RSA on this the 21
 st
                  2.
        -  director, who by his signature hereto warrants that he is duly authorised thereto  -
 Thus done and countersigned by CROWN at Johannesburg, RSA on this the 21
 st
      For:  Crown Gold Recoveries (Proprietary) Limited
            2.
        -  director, who by his signature warrants that he is duly authorised hereto  -


Annexe "B"
 Extracts from the Minutes of a Meeting of the Board of Directors of East Rand Proprietary Mines Limited, held at Johannesburg on the              day of January 2010 __________________________________________________________________________________ Resolved that :-
  The company enters into an agreement with Ergo Uranium (Proprietary) Limited, upon the terms and conditions contained in a draft of such agreement which was tabled at this meeting.
 
  Themba Gwebu, in his capacity as a director of the company, be and he is hereby authorised to sign the said agreement for and on behalf of the company.
 
  Chairman


Annexe "A"
 Extracts from the Minutes of a Meeting of the Board of Directors of Ergo Uranium (Proprietary) Limited, held at Johannesburg on the 11
 th
  __________________________________________________________________________________ Resolved that :-
  The company enters into an agreement with East Rand Proprietary Mines Limited, upon the terms and conditions contained in a draft of such agreement which was tabled at this meeting.
 
  Diederik Albert Willem van der Walt, in his capacity as a director of the company, be and he is hereby authorised to sign the said agreement for and on behalf of the company.
 
  Chairman


Annexe “C”
 
 Copy of Guarantee in favour of ANGLOGOLD
  vide