Hidden Valley  Joint Venture Agreement
 Morobe
Consolidated Goldfields Limited
 Newcrest
PNG 1 Limited
 Hidden Valley Services Limited
  
 Reference




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Contents
 1.
    
    INTERPRETATION
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Rules for interpreting this document
    
    
    81.3
    
    Business Days
    
    
    92.
    
    CONDITIONS PRECEDENT
    
    
    92.1
    
    Conditions
    
    
    92.2
    
    Result of non-satisfaction of conditions
    
    
    92.3
    
    Maintenance of Tenements
    
    
    102.4
    
    Expenditure prior to Commencement Date
    
    
    103.
    
    ESTABLISHMENT, OBJECTS AND BASIS OF JOINT VENTURE
    
    
    103.1
    
    Establishment of Joint Venture
    
    
    103.2
    
    Name of Joint Venture
    
    
    103.3
    
    Objects of Joint Venture
    
    
    103.4
    
    Basis of Joint Venture
    
    
    113.5
    
    Participating Interests at Commencement Date
    
    
    113.6
    
    Venturers rights and obligations
    
    
    113.7
    
    Dedication of Joint Venture Property
    
    
    113.8
    
    MCGs contribution to Joint Venture
    
    
    113.9
    
    Provision of Tenements Information
    
    
    123.10
    
    Limits of Joint Venture
    
    
    123.11
    
    Currency
    
    
    123.12
    
    No representations
    
    
    124.
    
    RELATIONSHIP OF THE VENTURERS
    
    
    124.1
    
    Tenants-in-common
    
    
    124.2
    
    Several liability
    
    
    124.3
    
    Venturers liability
    
    
    124.4
    
    No partnership
    
    
    134.5
    
    Co-operation
    
    
    134.6
    
    Share of Production taken in kind
    
    
    134.7
    
    Use of Joint Venture Intellectual Property and Tenements Information
    
    
    144.8
    
    JV Non-Competition Area
    
    
    144.9
    
    Prohibition on soliciting employees
    
    
    145.
    
    [NO CLAUSE]
    
    
    146.
    
    JOINT VENTURE COMMITTEE
    
    
    146.1
    
    Formation
    
    
    146.2
    
    Appointment of Representatives
    
    
    146.3
    
    Power of Representatives
    
    
    156.4
    
    Role of Joint Venture Committee
    
    
    156.5
    
    Convening Meetings
    
    
    166.6
    
    Location of meetings
    
    
    166.7
    
    Notice and agenda for meetings
    
    
    166.8
    
    Meetings in case of emergency
    
    
    176.9
    
    Chairman of meeting of Joint Venture Committee
    
    
    17




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6.10
    
    Quorum
    
    
    176.11
    
    Voting on resolutions
    
    
    186.12
    
    Procedural rules
    
    
    186.13
    
    Minutes and records
    
    
    186.14
    
    Vote without attending meeting
    
    
    186.15
    
    Vote without a meeting
    
    
    196.16
    
    Mode of meeting
    
    
    197.
    
    OPERATOR AND OPERATING PROGRAMS AND BUDGETS
    
    
    197.1
    
    Appointment
    
    
    197.2
    
    Agency of the Operator
    
    
    207.3
    
    Supervision by Joint Venture Committee
    
    
    207.4
    
    Operating Program and Budget during Farmin Period
    
    
    207.5
    
    Operating Programs and Budgets after the Farmin Period
    
    
    207.6
    
    Substitute Operating Programs and Budgets
    
    
    217.7
    
    Amendment of Operating Programs
    
    
    217.8
    
    Ownership of property
    
    
    217.9
    
    Access to site and information
    
    
    228.
    
    INTELLECTUAL PROPERTY AND INFORMATION
    
    
    239.
    
    INSURANCE AND LITIGATION
    
    
    239.1
    
    Insurance obligations
    
    
    239.2
    
    Cost of insurance
    
    
    239.3
    
    Operators obligations
    
    
    239.4
    
    Independent contractors insurance
    
    
    249.5
    
    Notice of litigation
    
    
    249.6
    
    Litigation against third parties
    
    
    249.7
    
    Litigation against a Venturer
    
    
    2510.
    
    REHABILITATION
    
    
    2510.1
    
    Rehabilitation Obligations
    
    
    2510.2
    
    Rehabilitation Program
    
    
    2510.3
    
    Rehabilitation Fund
    
    
    2511.
    
    CROSS CHARGE
    
    
    2511.1
    
    Venturers obligations
    
    
    2511.2
    
    Purpose, form and substance
    
    
    2612.
    
    JOINT VENTURE EXPENDITURE
    
    
    2612.1
    
    Financing policy
    
    
    2612.2
    
    Settlement and payment
    
    
    2612.3
    
    Current statements
    
    
    2612.4
    
    Notice of Intention to pay Called Sum
    
    
    2712.5
    
    Called Sums paid in advance of expenditure
    
    
    2713.
    
    INTEREST
    
    
    2713.1
    
    Payment of Interest
    
    
    2713.2
    
    Interest after judgment
    
    
    2713.3
    
    Accrual and calculation of Interest
    
    
    2814.
    
    PAYMENTS
    
    
    28




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14.1
    
    Payment of Called Sums and Interest
    
    
    2814.2
    
    How payments must be made
    
    
    2814.3
    
    Deductions and withholdings
    
    
    2814.4
    
    Currency indemnity
    
    
    2915.
    
    DILUTION
    
    
    2915.1
    
    Consequences of non-payment
    
    
    2915.2
    
    Calculation of Participating Interests
    
    
    3015.3
    
    Minimum Participating Interest
    
    
    3015.4
    
    Withdrawal
    
    
    3015.5
    
    Dilution where State acquires interest
    
    
    3216.
    
    DEFAULT
    
    
    3216.1
    
    Default Event
    
    
    3216.2
    
    Default Notice
    
    
    3216.3
    
    Consequences of Default Notice
    
    
    3316.4
    
    Contributing Venturers
    
    
    3316.5
    
    Interest
    
    
    3416.6
    
    Remedy of defaults
    
    
    3416.7
    
    Failure to remedy
    
    
    3417.
    
    CONSEQUENCES OF DEFAULT
    
    
    3417.1
    
    Share of Production on trust for sale
    
    
    3417.2
    
    Application of sale proceeds
    
    
    3517.3
    
    No Liability or entitlement to Defaulting Venturer
    
    
    3517.4
    
    Participating Interest on trust for sale
    
    
    3517.5
    
    Terms of trust for sale
    
    
    3617.6
    
    Independent value
    
    
    3718.
    
    CHANGE OF CONTROL
    
    
    3818.1
    
    Meaning of Control
    
    
    3818.2
    
    Meaning of Change of Control
    
    
    3918.3
    
    Consequences of Change of Control
    
    
    3919.
    
    TENEMENT RELINQUISHMENT
    
    
    4019.1
    
    Procedure and consequences
    
    
    4019.2
    
    Expenses
    
    
    4020.
    
    GOODS AND SERVICES TAX
    
    
    4020.1
    
    Venturer is member of GST group
    
    
    4020.2
    
    GST exclusive amounts
    
    
    4020.3
    
    Payment of GST
    
    
    4120.4
    
    Reimbursements
    
    
    4120.5
    
    Indemnities
    
    
    4120.6
    
    GST returns
    
    
    4120.7
    
    Registration
    
    
    4120.8
    
    Indemnity
    
    
    4121.
    
    FORCE MAJEURE
    
    
    4121.1
    
    Notice and suspension of obligations
    
    
    4121.2
    
    Effort to overcome
    
    
    4221.3
    
    Alternative supply
    
    
    42




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22.
    
    DISPUTE RESOLUTION
    
    
    4222.1
    
    Application
    
    
    4222.2
    
    Notice of dispute or difference
    
    
    4222.3
    
    Negotiation between Representatives
    
    
    4322.4
    
    Negotiation by senior management
    
    
    4322.5
    
    Arbitration
    
    
    4522.6
    
    Continuance of performance
    
    
    4522.7
    
    Summary or urgent relief
    
    
    4523.
    
    TERMINATION
    
    
    4523.1
    
    Term
    
    
    4523.2
    
    Realisation of property
    
    
    4523.3
    
    Survival of claims and obligations
    
    
    4523.4
    
    Perpetuity period
    
    
    4624.
    
    CONFIDENTIALITY
    
    
    4625.
    
    ENCUMBRANCES
    
    
    4725.1
    
    Dealings requiring Venturers consent
    
    
    4725.2
    
    Permitted Encumbrances
    
    
    4725.3
    
    Deed of covenant to be executed
    
    
    4825.4
    
    Notice of proposed Permitted Encumbrance
    
    
    4825.5
    
    Objection to proposed Permitted Encumbrance
    
    
    4825.6
    
    Set off by Venturer purchasing
under Encumbrance
    
    
    4825.7
    
    Application of surplus
    
    
    4825.8
    
    Encumbrancees rights
    
    
    4926.
    
    ASSIGNMENT AND AMENDMENT
    
    
    4926.1
    
    Assignment to related corporations
    
    
    4926.2
    
    Assignment to others
    
    
    4926.3
    
    Restrictions on Venturers
entitlement to Assign
    
    
    5026.4
    
    Notice of offer
    
    
    5026.5
    
    Offer to Founding Venturer
    
    
    5026.6
    
    Notice constitutes offer
    
    
    5026.7
    
    Duration of offer
    
    
    5026.8
    
    Conditions of Assignment
    
    
    5126.9
    
    Exceptions
    
    
    5126.10
    
    Amendment
    
    
    5127.
    
    NOTICES
    
    
    5227.1
    
    How to give a notice
    
    
    5227.2
    
    When a notice is given
    
    
    5227.3
    
    Address for notices
    
    
    5228.
    
    GENERAL
    
    
    5328.1
    
    Governing law
    
    
    5328.2
    
    Expenses and Stamp Duty
    
    
    5328.3
    
    Giving effect to this document
    
    
    5328.4
    
    Waiver of rights
    
    
    5328.5
    
    Operation of this document
    
    
    5328.6
    
    Operation of Indemnities
    
    
    5428.7
    
    Consents
    
    
    54




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28.8
    
    Statements
    
    
    5428.9
    
    No merger
    
    
    5428.10
    
    Exclusion of contrary legislation
    
    
    5428.11
    
    Inconsistencies
    
    
    5428.12
    
    Counterparts
    
    
    5528.13
    
    Attorneys
    
    
    551.
    
    CONFIDENTIALITY
    
    
    892.
    
    RETURN OF CONFIDENTIAL INFORMATION
    
    
    903.
    
    CONTINUING OBLIGATIONS
    
    
    904.
    
    INTERPRETATION
    
    
    90Schedules1
    
    JOINT VENTURE PROPERTY
    
    
    562
    
    ACCOUNTING PROCEDURE
    
    
    723
    
    DEEMED CONTRIBUTION
    
    
    854
    
    PRIORITY DEED
    
    
    865
    
    CROSS CHARGE
    
    
    876
    
    ASSUMPTION DEED
    
    
    887
    
    CONFIDENTIALITY AGREEMENT
    
    
    89AnnexuresA
    
    MAP SHOWING JV AREA AND JV NON-COMPETITION AREAB
    
    SHAREHOLDERS AGREEMENTC
    
    CONSTITUTION FOR COMPANY ACTING AS OPERATORD
    
    SERVICES AGREEMENTE
    
    MASTER CO-OPERATION AGREEMENT




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Hidden Valley Joint Venture Agreement
 DATE
 PARTIES
 Morobe Consolidated Goldfields Limited,a company incorporated in Papua New Guinea,
the registered office of which is Level 4, Mogoru Moto Building, Champion Parade,
Port Moresby (MCG)Newcrest PNG 1 Limited,a company incorporated in Papua New Guinea, the registered
office of which is Level 5, Pacific Place, corner of Musgrave Street and Champion
Parade, Port Moresby (Newcrest)Hidden Valley Services Limited,a company incorporated in Papua New Guinea, the
registered office of which is Level 4, Mogoru Moto Building, Champion Parade, Port
Moresby (Operator)
 RECITALS
 A.
    
    MCG is the legal and beneficial owner of the Tenements.B.
    
    Under the terms of the Master Purchase and Farmin Agreement, Newcrest has
agreed to purchase a 30.01% Participating Interest in the Joint Venture.C.
    
    The Master Purchase and Farmin Agreement provides that in order to complete
the purchase of its 30.01% Participating Interest in the Joint Venture, this document
is to be executed by MCG and Newcrest.D.
    
    Newcrest has also agreed to earn an additional 19.99% Participating
Interest in the Joint Venture pursuant to the Master Purchase and Farmin Agreement.E.
    
    This document records the terms under which MCG and Newcrest have agreed to
establish and operate a joint venture for the exploration for and development,
mining and production of Mineral Products in the JV Area.
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.Accounting Proceduremeans the accounting procedure set out in 0.Affiliatemeans, in relation to a body corporate, each of:
 (a)
    
    that bodys related corporations;(b)
    
    that bodys directors; and(c)
    
    the persons who have a substantial holding in that body
 Assignmeans to sell, transfer, assign, make a gift of, lease, licence or part
possession with declare a trust over, or in any other way dispose of, deal with or
create an interest in a




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Venturers Participating Interest or to agree to do any of those things other than
by creating an Encumbrance.Assumption Deedmeans the deed referred to in clause 26.8(a), which must
be substantially in the form set out in Schedule 6.Authorisationmeans:
 (a)
    
    an authorisation, consent, declaration, exemption,
notarisation or waiver, however it is described; and(b)
    
    in relation to anything that could be prohibited or
restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period
without that action being taken,
 including any compensation agreement, mining title, development approval,
environmental approval and any renewal or amendment of any of them.Budgetmeans the annual budget for an Operating Program determined in accordance
with clauses 7.4, 7.5, 7.6 and 7.7.Business Daymeans:
 (a)
    
    for determining when a notice, consent or other communication
is given, a day that is not a Saturday, Sunday or public holiday in the place to which the
notice, consent or other communication is sent; and(b)
    
    for any other purpose, a day (other than a Saturday, Sunday
or public holiday) on which banks are open for general banking
business in Port Moresby, PNG and
Melbourne, Australia.
 Calendar Quartermeans a period of 3 consecutive calendar months commencing on 1
January, 1 April, 1 July or 1 October of any year.Called Summeans an amount of Joint Venture Expenditure payable by a Venturer under
clause 12.3(e).Commencement Datemeans the day which is the Stage 1 Completion Date under the
Master Purchase and Farmin Agreement.Companies Actmeans the Companies Act 1997.Continuing Venturermeans a Venturer that is not a Selling Venturer or a
Defaulting Venturer.Controlhas the meaning given to that term in clause 18.Cross Chargemeans the charge referred to in clause 11.1, which must be
substantially in the form set out in Schedule 5.Decision to Mine means a decision to commence mining operations on a Tenement
following receipt of a Feasibility Study and Authorisations.Default Eventis a default event set out in clause 16.1.Default Noticemeans a notice given in accordance with clause 16.2.Defaulting Venturermeans a Venturer which commits a
Default Event.Delivery Pointmeans:




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(a)
    
    in the case of Mineral Products which are to be refined, at the refinery
or as the Joint Venture Committee otherwise determines; or(b)
    
    in the case of Mineral Products which are not to be
refined, at the location determined by the Joint Venture Committee.
 Due Datemeans on or before:
 (a)
    
    10 Business Days after delivery of a statement under clause 12.3; or(b)
    
    a later date (if any) specified in that statement.
 Encumbrancemeans a mortgage, charge, pledge, lien, hypothecation or title
retention arrangement, a right of set off or right to withhold payment of a deposit
or other money, a notice under section 356 of the Income Tax Act 1959or any
similar legislation, or an easement, restrictive covenant caveat or similar
restriction over property, or an agreement to create any of them or to allow any of
them to exist.Encumbranceemeans the holder of an Encumbrance created in accordance with
clause 25.1 or 25.2.End Datemeans 30 September 2008 or any other date agreed between the parties.Excluded Taxmeans a Tax on net income in any jurisdiction, other than:
 (a)
    
    a Tax that is calculated on or by reference to the gross
amount of any payment derived by a Venturer under this document or the transactions that this
document contemplates (unless the Tax is imposed because the Venturer has not given
its tax file number to the person who made the payment); or(b)
    
    a Tax that is imposed because a Venturer is regarded as being
subject to tax in a jurisdiction solely because it is a Venturer or because it is participating
in the transactions that this document contemplates.
 Farmin Completion Datemeans the date on which the Master Purchase and Farmin
Agreement expires or is terminated.Farmin Periodhas the meaning provided for that term in the Master Purchase and
Farmin AgreementForce Majeure Eventmeans any occurrence or omission (other than an occurrence or
omission which is a breach or default under this document on the part of the party
relying on it) as a direct or indirect result of which the party relying on it is
prevented from or delayed in performing any of its obligations under this document
(other than a payment obligation) and that is beyond the reasonable control of that
party or its Affiliates, including disputes hindering access to the JV Area, civil
unrest, riots or disturbance, forces of nature, industrial action, inability to
obtain equipment or materials due to a supplier claiming force majeure and action
or inaction by a Government Agency.Founding Venturermeans MCG and Newcrest.GSTmeans a goods and services tax or similar value added tax levied or imposed
under the GST Law or otherwise on a supply.GST Lawmeans the Goods and Services Tax Act 2003.Government Agencymeans:
 (a)
    
    a government or government department or other government body;




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(a)
    
    a governmental, semi-governmental or judicial person; or(b)
    
    a person (whether autonomous or not) who is charged with the
administration of a law.
 Gross Negligencemeans wanton and reckless conduct that constitutes an utter
disregard for the resulting harmful, foreseeable and avoidable consequences.Insolvency Eventmeans, for a person, being in liquidation or provisional
liquidation or under administration, having a receiver (as defined in the Companies
Act) or analogous person appointed to it or any of its property, being taken under
the Companies Act to have failed to comply with a statutory demand referred to in
section 337 of the Companies Act, being unable to pay its debts or otherwise
insolvent, ceasing to be of full legal capacity or otherwise becoming incapable of
managing its own affairs for any reason, entering into a compromise or arrangement
with, or assignment for the benefit of, any of its members or creditors, or any
analogous event under the laws of any applicable jurisdiction.Interestmeans interest calculated in accordance with clause 13.1(b).Joint Accountin relation to the Joint Venture, has the meaning given to that term
in the Accounting Procedure.Joint Venturemeans the relationship between the Venturers that exists under the
terms of this document.Joint Venture Committeemeans the committee formed in accordance with clause 6.1.Joint Venture Expendituremeans:
 (a)
    
    the expenditure (whether of a capital or operating nature)
comprising all expenses incurred relating to activities and operations of the Joint Venture,
including without limitation, Joint Venture overheads and all payments to the Operator under
the Services Agreement; and(b)
    
    any other expenditure agreed to by all Venturers.
 Joint Venture Facilitiesmeans:
 (a)
    
    all mines and other facilities located on the Tenements
for the production of Mineral Products; and(b)
    
    all facilities used for the exploration for or the
production, treatment, transportation and delivery of Mineral Products,
 that have been dedicated to the Joint Venture by a Venturer or acquired as the
result of Joint Venture Expenditure.Joint Venture Intellectual Propertymeans all business names, trade marks,
software, copyrights, drawings, maps, patents, trade marks, trade secrets,
technology rights, know-how, formulae, recipes, mining information and data,
confidential information, inventions and similar industrial, commercial and
intellectual property in any form (including computer encoded or stored
information) which are acquired or developed in the course of the activities of the
Joint Venture whether or not:
 (a)
    
    registered;(b)
    
    protected by statute; or(c)
    
    reduced to writing.




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Joint Venture Propertymeans all the Venturers right title and interest in or
under:
 (a)
    
    the Tenements;(b)
    
    Joint Venture Intellectual Property;(c)
    
    Tenements Information;(d)
    
    Joint Venture Facilities;(e)
    
    Mineral Products produced in the course of the Joint Venture
until delivered to a Venturer after appropriation from the Joint Venture; and(f)
    
    the plant equipment, contracts and other property listed in Schedule 1,
 and all other rights, titles, interests, claims, benefits and other property of
whatever kind, held, created, or acquired exclusively for the purposes or benefit
of the Joint Venture.JV Non-Competition Areameans the area identified as such on the map attached as
Annexure A.JV Areameans the area enclosed by the external boundaries of the Tenements as set
out in Annexure A and any other area as may be agreed from time to time by the
Venturers.Landownersmeans citizens of Papua New Guinea with customary rights to land in the
JV Area.Liabilitymeans a claim, demand, proceeding, cost, loss, expense, obligation and
liability, arising under statute or at common law or in equity, and arising in
contract or in tort or otherwise.Master Co-operation Agreementmeans the agreement to be entered into between
Wafi-Golpu Services Limited, Hidden Valley Services Limited, Morobe Exploration
Services Limited and Harmony Gold (PNG Services) Pty Ltd to provide for
co-operation of the parties in respect of this Joint Venture, the joint venture
between Wafi and Newcrest PNG 2 Limited in respect of the Wafi-Golpu project and
the joint venture between MCG, Wafi, MEL and Newcrest PNG 3 Limited in respect of a
portfolio of exploration licences, substantially in the form of the document
annexed as Annexure E.Master Purchase and Farmin Agreementmeans the document dated on or about the date
of this document between Wafi, MCG, MEL and Newcrest, Newcrest PNG 2 Limited and
Newcrest PNG 3 Limited.MELmeans Morobe Exploration Limited.Mineral Productsmeans all minerals, ores and metals that:
 (a)
    
    contain mineral matter or substances; and(b)
    
    are produced because of operations under this document.
 Mining Actmeans the Mining Act 1992.Notice of Failure to Paymeans a notice referred to in clause
16.1.Objects means the objects set out in clause 3.3.Operating Programmeans a program for the exploration, development, mining,
processing, plant construction, maintenance, expansion or other operations for the
Joint Account under this document (and may include the acquisition or
relinquishment of a




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Tenement) and during the Farmin Period is the Stage 2 Operating Program
forming Schedule 2 and Annexure B to the Master Purchase and Farmin
Agreement.Participating Interestin relation to a Venturer means all its undivided interest
(expressed as a percentage):
 (a)
    
    in the benefits arising under this document;(b)
    
    in the rights and Liabilities under this document during the Joint Venture;(c)
    
    in its obligation to comply with this document; and(d)
    
    as tenant in common in and to the Joint Venture Property.
 Permitted Encumbrancemeans:
 (a)
    
    any Encumbrance existing at the date of this document;(b)
    
    an Encumbrance expressly permitted pursuant to clause
25.2 or any other provision of this document;(c)
    
    an Encumbrance which arises after the date of this document
by operation of law; and(d)
    
    a lien that arises by operation of law in the ordinary course
of ordinary business, where the amount secured is not overdue or is being diligently contested in
good faith.
 Priority Deedmeans the deed referred to in clause 25.3(a), which must be
substantially in the form set out in Schedule 4.Representativemeans any person appointed as a representative of a Venturer under
clause 6.2.Security Interestmeans an Encumbrance that secures the payment of money or the
performance of an obligation, or any other interest or arrangement of any kind that
gives a creditor priority over other creditors in relation to any property.Selling Venturermeans a Venturer that gives notice in accordance with clause 26.4.Services Agreementmeans the agreement to be entered into between the Venturers and
the Operator, in accordance with the terms of this document, to provide for the
appointment of the Operator and the terms on which the Operator is to undertake the
duties and responsibilities of Operator of the Joint Venture, substantially in the
form of the document annexed as Annexure D.Share of Production,in relation to a Venturer, means its share of any Mineral
Products under this document being that proportion of the Mineral Products produced
by the Joint Venture as is equal to the proportion which that Venturers
Participating Interest bears to all Participating Interests.Statemeans the Independent State of Papua New Guinea.Super Majority Votemeans:
 (a)
    
    during the Farmin Period, a vote of two or more
Venturers which must include MCG and Newcrest; and




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(b)
    
    after the Farmin Period, a vote of one or more
Venturers who together hold between them Participating Interests of not
less than 70% of all Participating Interests.
 Taxmeans a tax, levy, duty, charge, deduction or withholding, however it is
described, that is imposed by law or a Government Agency, together with any
related interest penalty, fine or other charge.Tenementsmeans:
 (a)
    
    each mining title referred to in Schedule 1;(b)
    
    any other lease, licence, permit or other authority or
tenement for mining purposes that:
 (i)
    
    the Joint Venture Committee decides
should be acquired for the purposes of this document or the Joint
Venture or both; or(ii)
    
    (with the consent of all Venturers) becomes subject to the Joint
Venture;
 (c)
    
    any other lease, licence, permit or other authority or
tenement for mining any
Mineral Product a substantial part of which is within the outer boundaries
of the
Tenements and which is held by one or more of the Venturers for one or more
of
the Objects; and(d)
    
    any application for or interest in a lease, licence,
permit or other authority or
tenement that confers or will confer similar rights to those mentioned
in paragraph (c).
 Tenements Informationmeans all information, assay results, drill cores, assay
pulps, reports and other information which relates to the Tenements.Transaction Documentsmeans this document, the Master Purchase and Farmin Agreement
the Master Co-operation Agreement the Services Agreement, any Priority Deed, each
Cross Charge, any document that the Venturers agree in writing is to be a
Transaction Document and any document that is entered into under any of the above.Unpaid Called Summeans a Called Sum that is unpaid by a Venturer on its Due Date
for payment, other than a Called Sum in respect of which the Venturer gave a Notice
of intention under clause 12.4 not to pay it and to which clause 15 applies.Venturermeans a party to this document other than the Operator.Wafimeans Wafi Mining Limited, a company incorporated in Papua New Guinea.Wilful Misconductmeans an intentional and conscious disregard of:
 (a)
    
    any provision of this document;(b)
    
    any Operating Program or Budget,(c)
    
    not justifiable by special circumstances; or(d)
    
    any applicable law required to be discharged in
connection with operations
conducted for the Joint Venture,
 but excludes any error of judgment or mistake made by the Operator or any of its
directors, employees or agents, or independent contractors engaged by the Operator,
in the exercise, of any function, authority or discretion conferred on the
Operator.




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##### 



1.2
    
    Rules for interpreting this documentHeadings are for convenience only, and do not affect interpretation. The following
rules also apply in interpreting this document, except where the context makes it
clear that a rule is not intended to apply.
 (a)
    
    A reference to:
 (i)
    
    legislation (including subordinate legislation) is to that
legislation as
amended, re-enacted or replaced, and includes any subordinate
legislation issued under it;(ii)
    
    a document or agreement, or a
provision of a document or agreement, is to that document agreement or
provision as amended, supplemented,
replaced or novated;(iii)
    
    a party to this document or to any
other document includes a permitted substitute or a permitted Assign
of that party;(iv)
    
    a person includes any type of entity or
body of persons, whether or not it is incorporated or has a separate
legal identity, and any executor, administrator or successor in law of
the person;(v)
    
    anything (including a right, obligation or concept) includes each
part of it;(vi)
    
    a lease, licence, permit or other
authority for mining purposes, or a provision of any of them, is to
that lease, title, right, licence, permit or authority or provision as
renewed, extended, amended, supplemented, replaced or novated;(vii)
    
    a Tenement or tenement is to that
Tenement or tenement as renewed, extended, amended, supplemented,
replaced or novated; and(viii)
    
    dollar or $ is to currency of the United States of America.
 (b)
    
    A singular word includes the plural, and vice versa.(c)
    
    A word that suggests one gender includes the other genders.(d)
    
    If a word is defined, another part of speech has a corresponding meaning.(e)
    
    If an example is given of anything (including a right,
obligation or concept), such as
by saying it includes something else, the example does not limit the scope
of that thing.(f)
    
    The schedules and annexures to this document are
incorporated into this
document.(g)
    
    The word agreementincludes an undertaking or other binding
arrangement or
understanding, whether or not in writing.(h)
    
    The words subsidiary, holding company, related
corporation and relevant interest have the same meaning as in the Companies
Act.(i)
    
    A person has a substantial holdingin a body corporate
if the total votes attached to the voting shares in the body in which it or
its associates have a relevant interest is 5% or more of the total number of
votes attached to the voting shares in the body.




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##### 



(j)
    
    A reference to applicable lawincludes a reference to
all laws of all jurisdictions applicable to the Joint Venture within and
outside Papua New Guinea including regulations, policies, statutory duties,
guidelines, official directives or requests of or by any Government Agency,
whether or not having the force of law.(k)
    
    A reference to entityis a reference to a natural
person, a body corporate (other than a Government Agency), a partnership or a
trust and includes, in the case of a trust, a reference to a trustee of the
trust).(I)
    
    A reference to listedis a reference a to corporation
or other body is listed if it is included in the official list of a stock
exchange or market which is a member of the Fédération Internationalé des
Bourses de Valeurs.(m)
    
    A reference to a wholly-owned subsidiaryis a reference
to a body corporate none of whose members is a person other than:
 (i)
    
    the first mentioned-body;(ii)
    
    a nominee of the first-mentioned body;(iii)
    
    a subsidiary of the first mentioned
body, being a subsidiary none of whose members is a person other than:
 (A)
    
    the first-mentioned body; or(B)
    
    a nominee of the first-mentioned body; or
 (iv)
    
    a nominee of such a subsidiary.
 (n)
    
    A reference to a monthis a reference to a calendar month.(o)
    
    The words used in this document that have a defined
meaning in the GST Law have the same meanings as in the GST Law, except where
the context makes it clear that a different meaning is intended to apply.(p)
    
    Mentioning anything after include, includesor
includingdoes not limit what else might be included.
 1.3
    
    Business DaysIf the day on or by which a person must do something under this document is
not a Business Day, the person must do it on or by the next Business Day.2.
    
    CONDITIONS PRECEDENT2.1
    
    ConditionsThe provisions of this document other than this clause and clauses 1
(Interpretation), 16 (Default), 17 (Consequences of Default), 24 (Confidentiality),
26 (Assignment and Amendment), 27 (Notices), and 28 (General) do not become binding
unless and until the conditions precedent in clause 3.1 of the Master Purchase and
Farmin Agreement have been satisfied (or waived in accordance with clause 3.2 of
that document) and Stage 1 Completion (as defined in that document) has occurred.2.2
    
    Result of non-satisfaction of conditions
 (a)
    
    If the conditions referred to in clause 2.1 are not satisfied or waived
under clause 3.2 of the Master Purchase and Farmin Agreement on or before the End




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##### 



Date then either Venturer may before satisfaction or waiver of those
conditions, terminate this document by giving written notice to the other.(b)
    
    If this document is terminated in accordance with
clause 2.2(a), then all rights and obligations under this document other than:
 (i)
    
    this clause 2 and clauses 1 (Interpretation), 16 (Default),
17 (Consequences of Default), 24 (Confidentiality), 27 (Notices), and
28 (General);(ii)
    
    any clause which is expressed to
survive termination of this document; and(iii)
    
    rights that accrue before the date on which the notice
is given,terminate on the day of the notice.
 2.3
    
    Maintenance of TenementsMCG is responsible for maintaining the Tenements in good standing and free from
liability to forfeiture from the date of this document until the Commencement Date
or the earlier termination of this document.2.4
    
    Expenditure prior to Commencement DateThe Venturers acknowledge that any expenditure accrued or paid after the Effective
Date under the Master Purchase and Farmin Agreement and before the Commencement
Date under this document, which is properly characterised as Stage 2 Expenditure
for the purpose of the Master Purchase and Farmin Agreement, is deemed to be Joint
Venture Expenditure for the purpose of this document.3.
    
    ESTABLISHMENT, OBJECTS AND BASIS OF JOINT VENTURE3.1
    
    Establishment of Joint VentureThe Venturers constitute themselves as an unincorporated joint venture on the terms
of this document with effect from the Commencement Date.3.2
    
    Name of Joint VentureThe unincorporated joint venture is to be known as the Hidden Valley Joint Venture.3.3
    
    Objects of Joint VentureThe objects of the Joint Venture are to:
 (a)
    
    explore for, establish reserves of and evaluate minerals;(b)
    
    maintain validity of title to and tenure of the Tenements;(c)
    
    delineate reserves of and evaluate mineral deposits;(d)
    
    conduct feasibility studies into the development of mineral deposits;(e)
    
    investigate the location, extent, quantity, structure,
quality and commercial value of
minerals within the Tenements;(f)
    
    establish a mining operation;




---



##### 



(g)
    
    operate a mine and develop, produce or extract minerals
from the Tenements and process them into mineral concentrates or metal, and
for those purposes to develop Joint Venture Facilities;(h)
    
    produce Mineral Products from the JV Area; and(i)
    
    do everything ancillary to the objects specified in
this clause 3.3 that the Joint Venture Committee decides should be done.
 3.4
    
    Basis of Joint VentureEach Venturer agrees with each other Venturer that:
 (a)
    
    it enters into the Joint Venture on the terms of this
document with effect from the
Commencement Date;(b)
    
    it must use its best endeavours to achieve the Objects;(c)
    
    the activities of the Joint Venture are limited to the
Objects unless all the Venturers
agree otherwise in writing; and(d)
    
    the use of the Joint Venture Property is only for the
purposes of the Joint Venture
unless all Venturers agree otherwise in writing.
 3.5
    
    Participating Interests at Commencement DateOn the Commencement Date, the Participating Interests of the Venturers will be:
 MCG:
    
    69.99%; andNewcrest:
    
    30.01%.
 3.6
    
    Venturers rights and obligationsEach Venturer has the right and obligation to:
 (a)
    
    contribute to Joint Venture Expenditure in proportion to its
Participating Interest on
and after the Farmin Completion Date; and(b)
    
    separately take and dispose of its Share of Production
in kind that is to be
delivered in accordance with clause 4.6.
 3.7
    
    Dedication of Joint Venture PropertySubject to clause 3.8 and the terms of the Master Co-operation Agreement, each
Venturer must ensure that:
 (a)
    
    any Joint Venture Property is available for the purpose of
the Joint Venture for the
duration of the Joint Venture; and(b)
    
    the Joint Venture Property is used only for the purpose of the Joint Venture.
 3.8
    
    MCGs contribution to Joint Venture
 (a)
    
    As and from Commencement Date, MCG contributes to the
Joint Venture the Joint Venture Property specified in Schedule 1, subject to
all Permitted Encumbrances attaching thereto which are referred to in the
Master Purchase and Farmin Agreement or at the date of this document have been
specifically disclosed in writing by MCG to Newcrest.




---



##### 



(b)
    
    MCG remains obliged to contribute to the
Joint Venture as a Venturer in accordance with the terms of this
document.
 3.9
    
    Provision of Tenements InformationAs and from the Commencement Date, each Venturer must make available to the
Operator all Tenements Information that is available to it or over which it has
control.3.10
    
    Limits of Joint VentureThe Joint Venture:
 (a)
    
    is confined to the Tenements and the other Joint Venture Property; and(b)
    
    does not extend to any other tenement held by a Venturer now or in the future,unless otherwise permitted or required by this document.
 3.11
    
    CurrencyUnless otherwise agreed by the Venturers or required by law, the Joint Venture will
operate in, and all relevant accounts maintained by the Operator will be described
in US dollars notwithstanding that Joint Venture Expenditure may be incurred in
currencies other than US dollars. For the purpose of the Accounting Procedures, all
Joint Venture Expenditure will be converted into US dollars using the actual
exchange rate prevailing on the date of the relevant transaction.3.12
    
    No representationsSubject to clause 8 of the Master Purchase and Farmin Agreement, each Venturer
acknowledges that it has independently evaluated the Tenements and this Joint
Venture and has not relied and will not rely on any representation, statement or
promise made by or on behalf of any other Venturer in deciding to enter into this
document (or a deed of accession to this document) or to exercise any right or
perform any obligation under it.4.
    
    RELATIONSHIP OF THE VENTURERS4.1
    
    Tenants-in-commonFrom the date both Venturers hold Participating Interests, the relationship of
the Venturers as beneficial owners of property (including Joint Venture
Intellectual Property) held for the purposes of this document or the Joint
Venture or both is as tenants in common.4.2
    
    Several liabilityEach Venturers liability under this Joint Venture is several in proportion to
its Participating Interest and not joint nor joint and several.4.3
    
    Venturers liabilityEach Venturer is severally liable, in proportion to its Participating Interest, for
all obligations and all Liabilities incurred in the course of carrying out the
activities of the Joint Venture or arising from the Joint Venture Property, but on
the basis that each Venturer:
 (a)
    
    is individually responsible only for its own obligations under this document;
and(b)
    
    is not liable for, and has no obligation in relation to, the
obligations of another
Venturer, except as expressly provided in this document or the Master
Purchase and Farmin Agreement.




---



##### 



4.4
    
    No partnershipDuring the term of this document and the Joint Venture:
 (a)
    
    the relationship of the Venturers does not constitute a partnership for any
purpose; and(b)
    
    the Joint Venture is an unincorporated joint venture
constituted under this document.
 4.5
    
    Co-operationEach Venturer agrees with the other Venturers that, with effect from the
Commencement Date, it must:
 (a)
    
    perform its obligations in relation to each Tenement and its
obligations under or
relating to the fulfilment of any contract which relates to the Joint
Venture;(b)
    
    only engage in activities in the JV Area or in the course of
the Joint Venture that
are permitted by this document or agreed to by all Venturers;(c)
    
    not terminate, relinquish, surrender or render liable to
forfeiture a Tenement (or try
to do or bring about any of those things) except in accordance with this
document
or as required by law;(d)
    
    not do or cause to be done anything
that may cause:
 (i)
    
    any penalty to be imposed;(ii)
    
    a breach of any obligation in relation to a
Tenement; or(iii)
    
    continued enjoyment of a Tenement
to be jeopardised;
 (e)
    
    act in good faith, honestly and reasonably in all its
dealings with the other
Venturers concerning the Joint Venture;(f)
    
    promote the Objects of the Joint Venture;(g)
    
    use its best endeavours to satisfy any reasonable
requirements of any
Government Agencies in order to achieve the Objects of the Joint Venture;
and(h)
    
    if requested in writing by another Venturer, do or
consent to the doing of anything reasonably required by any lenders to that
other Venturer which does not adversely affect the interest in the Joint
Venture Property of the Venturer so requested or materially disrupt the
operations of the Joint Venture or impose any material financial obligations
on the Venturer to whom the request is made.
 4.6
    
    Share of Production taken in kind
 (a)
    
    Each Venturer acknowledges that:
 (i)
    
    it intends not to derive or receive
income from the activities of the Joint Venture; and(ii)
    
    it agrees to take its Share of
Production in kind under clause 3.6(b) and 4.6(b).
 (b)
    
    The Operator must deliver Mineral Products produced by or on
behalf of the
Venturers under this document to the Delivery Point. At the time of delivery
to the Delivery Point.




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##### 



(i)
    
    title to, risk in and possession of each Venturers Share of
Production
passes to the Venturer in proportion to its Participating Interest
at the time the Operator makes that Venturers Share of Production
available for collection or transportation at the Delivery Point;
and(ii)
    
    each Venturer must take its Share of
Production in kind at the Delivery Point.
 4.7
    
    Use of Joint Venture Intellectual Property and Tenements InformationNo Venturer is entitled to use Joint Venture Intellectual Property or Tenements
Information in activities other than in connection with the Joint Venture unless:
 (a)
    
    the proposed use of Joint Venture intellectual Property or
Tenements Information
is disclosed to each of the other Venturers; and(b)
    
    the Joint Venture Committee resolves by a vote of all
Venturers (other than the
Venturer that proposes to use the Joint Venture Intellectual Property or Tenements
Information) that such use is permitted.
 4.8
    
    JV Non-competition Area
 (a)
    
    No Venturer is entitled to, and each Venturer must procure
that its related
corporations do not, engage in any prospecting or exploration for Mineral
Products
in or on, or evaluation or mining of any Mineral Products on or from the JV
Non-Competition Area except with the consent in writing of the other Venturers
(at their
absolute discretion).(b)
    
    Each Venturer is free to act independently at all times and
in all respects in relation
to exploration, mining or other activities outside of the JV Non-Competition Area.
 4.9
    
    Prohibition on soliciting employeesExcept with the prior consent of the other Venturer concerned, each Venturer agrees
that it must not, and must procure that none of its Affiliates, at any time solicit
or entice any person, who is at that time, or at any time in the previous three
months was, an employee of the other Venturer or any of its Affiliates, to become
an employee of that Venturer or any of its Affiliates. This subclause does not
prevent the Operator from arranging with a Venturer for the transfer or secondment
of employees from a Venturer or any of its Affiliates to the Operator.5.
    
    [NO CLAUSE]6.
    
    JOINT VENTURE COMMITTEE6.1
    
    FormationAs soon as possible after the Commencement Date, the Venturers must establish a
Joint Venture Committee in accordance with this clause 6.6.2
    
    Appointment of Representatives
 (a)
    
    Each Venturer which holds a Participating Interest of 10% or
more must nominate
2 Representatives to the Joint Venture Committee.(b)
    
    Any Venturer which holds a Participating Interest of 5% or
more but less than 10%
may nominate one Representative to the Joint Venture Committee.




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##### 



(c)
    
    A Representative appointed by a Venturer is to vote and act on behalf of the
appointing Venturer and a Representatives actions are binding on the Venturer
which appointed him or her in relation to all matters dealt with in this document
as
being within the scope of the Joint Venture Committee.(d)
    
    The identity of each Representative so nominated by a Venturer must be
notified
to the Operator and to each other Venturer immediately following his or her
nomination.(e)
    
    A Venturer may, at any time, and from time to time, by notice to the Operator
and
to each other Venturer:
 (i)
    
    remove any Representative it nominates under this clause 6.2 and
nominate a different person to be its Representative entitled to vote on
its behalf; and(ii)
    
    nominate an alternate to act in the place of any of its
Representatives.
 (f)
    
    A notice of nomination or removal must be in writing and, in the case of a
notice of
nomination, specify the full name and address of each Representative or alternate
and an address for the service of notices on him or her.
 6.3
    
    Power of RepresentativesSubject to this document, the Representatives participating at meetings of the Joint
Venture Committee or as otherwise permitted by this document, have a duty to make all
elections and determinations which the Joint Venture Committee is required or permitted to
make in this document.Nothing in this document confers any authority on any Representative to bind his or her
appointing Venturer to any action resulting in or which requires an amendment to this
document.6.4
    
    Role of Joint Venture CommitteeThe Joint Venture Committees role is to consider and decide in relation to any matter
which has a material or significant effect on the Joint Venture. Except where the Venturers
have by written instrument signed by their Representatives unanimously determined
otherwise, the following matters are taken to have a material or significant effect on the
Joint Venture:
 (a)
    
    acquiring any property or committing to any other expenditure exceeding
$500,000
(other than as approved in a Budget);(b)
    
    disposing of any property whose book value or fair market value exceeds
$500,000 (other than as approved in a Budget);(c)
    
    variation of any contract (which is Joint Venture Property) material to the
Joint Venture;(d)
    
    relinquishing, surrendering or otherwise disposing of, or acquiring, all or
any part of a Tenement;(e)
    
    the Operator contracting with a Venturer or an Affiliate of a Venturer where
the payments or Liabilities under the Contract exceeds or are likely to exceed
$500,000;(f)
    
    commencing or materially expanding mining operations, or suspending or
materially curtailing mining operations except for:




---



##### 



(i)
    
    repairs or maintenance; or(ii)
    
    other normal industry activities;
 (g)
    
    permanently or indefinitely ceasing all Joint Venture
activities;(h)
    
    instituting or defending legal or other proceedings where the
claim exceeds $100,000;(i)
    
    a reorganisation of the Joint Venture or a decision affecting the
structure of the Joint Venture or any of the Joint Venture Property;(j)
    
    approving any Operating Program and Budget; and(k)
    
    approving any amendment of the Services Agreement.
 6.5
    
    Convening Meetings
 (a)
    
    The Joint Venture Committee must hold:
 (i)
    
    its initial meeting as soon as possible after the Commencement Date; and(ii)
    
    all its other meetings at least once each calendar quarter.
 (b)
    
    A Venturers advisers may attend any Joint Venture Committee meeting and:
 (i)
    
    the advisers are permitted a limited right to speak
(but must not vote) on behalf of the Venturer inviting them; and(ii)
    
    any Venturer may require the advisers to leave a meeting while
confidential or commercially sensitive matters are being discussed.
 (c)
    
    On and after the Farmin Completion Date, the Operator must call meetings of
the
Joint Venture Committee to consider the Operating Program and proposed Budget
prepared and distributed by the Operator in accordance with clause 7.5.(d)
    
    The Operator must call a special meeting at any time, if so requested by any
Venturer, on not less than 5 Business Days notice and if the notice containing the
request specifies the matters to be placed on the agenda for the meeting.(e)
    
    Any Venturer may itself call a meeting of the Joint Venture Committee by
giving
not less than 5 Business Days notice to the Operator and to the other Venturers,
specifying the matters to be placed on the agenda. Additional agenda items may
be submitted as provided in clause 6.7(b).
 6.6
    
    Location of meetingsEach meeting is to be held at the offices of the Operator in Papua New Guinea or at such
other place as may be agreed upon in writing by the Representatives representing the
Venturers holding between them at least a 70% Participating Interest.6.7
    
    Notice and agenda for meetings
 (a)
    
    The Operator must prepare and send to each Representative a copy of the
proposed agenda specifying each matter to be considered at the meeting (including
appropriate supplementary information) for every meeting of the Joint Venture
Committee, together with notice of the date, time and place of the meeting at least 5
Business Days in advance of the date of the meeting.




---



##### 



(b)
    
    The Operator may have an additional matter placed on the
agenda of any meeting
by notice (including appropriate supplementary information) to all other
Venturers
not less than 3 Business Days before the date of the meeting.(c)
    
    Unless the Joint Venture Committee determines otherwise by
Super Majority Vote,
the Joint Venture Committee may consider and pass resolutions at the Joint
Venture Committee meeting only on those matters specified in the agenda for the
meeting or any additional matters put on the agenda under clause 6.7(b).
 6.8
    
    Meetings in case of emergency
 (a)
    
    Despite clauses 6.5 and 6.6, in the event of an emergency
which, in the Operators
judgment reasonably exercised, requires a meeting to be held without the
notice
and agenda provided for in clauses 6.5 and 6.6, a meeting called by the
Operator
is deemed as properly called and held on notice given by the Operator by any
means and with whatever notice the Operator reasonably considers to be
adequate under the circumstances.(b)
    
    The Operator must prepare and give to each
Representative a copy of the
proposed agenda specifying each matter to be considered at the meeting
(including appropriate supplementary information) at or before the meeting.
 6.9
    
    Chairman of meeting of Joint Venture Committee
 (a)
    
    From the Commencement Date and until the Farmin Completion
Date, MCG must appoint the chairman of the Joint Venture Committee.(b)
    
    On and from the Farmin Completion Date:
 (i)
    
    for as long as the Participating
Interests of MCG and Newcrest (taken in aggregate with their respective
Affiliates) are equal, MCG and Newcrest must appoint the chairman of
the Joint Venture Committee in turn, commencing with Newcrest
appointing the first chairman; and(ii)
    
    if the Participating Interests of MCG and Newcrest (taken in
aggregate
with their respective Affiliates) are not equal, the Venturer with
the greater Participating Interest must appoint the chairman.
 (c)
    
    Each appointment of a chairman under this clause 6.9 is to be
for a period of
12 months from the date of appointment. Any appointment may be renewed for
further periods of 12 months.(d)
    
    If at any duly convened meeting of the Joint Venture
Committee at which a quorum
is present the chairman is not present, the Representatives of the Venturer who
nominated that chairman and who are present must elect a chairman from
amongst their number.
 6.10
    
    Quorum
 (a)
    
    A quorum at meetings of the Joint Venture Committee is
constituted if at least one nominated Representative of Venturers (or an alternate) holding 70% or more
of the total Participating Interests is in attendance.(b)
    
    A Representative who has cast a vote on any matter coming
before the meeting by
notice delivered to the Operator under clause 6.14 is deemed to be present
at that meeting.(c)
    
    If:




---



##### 



(i)
    
    within half an hour from the time appointed for a meeting of
Representatives a quorum is not present, the meeting must
automatically be adjourned to the next Business Day at the same time
and place; and(ii)
    
    at the adjourned meeting a quorum is
not present within half an hour from the time appointed, the
Representatives present or casting a vote by notice delivered to the
Operator under clause 6.14 constitute a quorum.
 6.11
    
    Voting on resolutions
 (a)
    
    All decisions of the Joint Venture Committee must be passed
by Super Majority
Vote of the Representatives.(b)
    
    The Representatives representing each Venturer on the Joint
Venture Committee
may collectively cast the same percentage votes on a resolution as
Participating
Interest held by the Venturer they represent.(c)
    
    The chairman does not have a second or casting vote on any
resolution of the
Joint Venture Committee.(d)
    
    For the purposes of clause 6.11(a), any instruction or
direction provided by the
Joint Venture Committee to the Operator is a decision.
 6.12
    
    Procedural rulesThe Joint Venture Committee may adjourn and, subject to this document,
otherwise regulate its meetings as it decides.6.13
    
    Minutes and records
 (a)
    
    The Operator must prepare written minutes of each meeting of
the Joint Venture
Committee and distribute copies to all Representatives within 5 Business
Days
after the meeting.(b)
    
    The minutes must include details of each resolution passed at
the meeting and
must be signed by the chairman of the meeting.(c)
    
    Every Representative must notify the Operator within 5
Business Days of receipt of
the minutes whether or not the Representative approves or disapproves of
them. A Representative who fails to do so is deemed to have approved the minutes.(d)
    
    If any Representative disapproves the minutes, the Operator
must endeavour to
resolve the issue before the next meeting of the Joint Venture Committee,
and if
the Operator fails to do so, the question is to be an agenda item for
resolution by a
vote at the next meeting of the Joint Venture Committee.(e)
    
    Minutes of the meeting approved or deemed approved by all
Representatives in
accordance with this clause 6.13 are prima facie evidence of the matters
discussed and resolutions passed at the meeting to which they relate and
bind the
Venturers.(f)
    
    The approval or disapproval of minutes does not affect the
validity of decisions of
the Joint Venture Committee at the meeting to which the minutes relate.
 6.14
    
    Vote without attending meetingA Representative who is entitled to vote but who is unable to attend a meeting, may
vote on any matter which may property come before that meeting by notice delivered
to the Operator at or before the meeting.




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##### 



6.15
    
    Vote without a meeting
 (a)
    
    The Venturers may consider, without holding a meeting, any
matter capable of
being considered by the Joint Venture Committee at a meeting if:
 (i)
    
    a request outlining the relevant
matters for determination is made in a written notice from the
Operator or a Venturer to all other Venturers for action;(ii)
    
    the Venturers consider and determine
the relevant issue within 5 Business Days after receipt of the
request; and(iii)
    
    one Representative who is entitled to vote on behalf of each
Venturer
gives notice of his or her decision to the Operator in writing on
the matter.
 (b)
    
    Any submission which receives the affirmative vote of
Representatives of the
Venturers whose Participating Interests aggregate 70% or more is deemed to
be a
decision of the Joint Venture Committee, binding on all Venturers to the
same
effect as if made at a meeting of the Joint Venture Committee.(c)
    
    The Operator must notify the Venturers of the results of the
decision within 2
Business Days after the expiry of the period of 5 Business Days referred to above
and must prepare and circulate a minute of the decision as if a meeting of the Joint
Venture Committee had been held, under clause 6.16.
 6.16
    
    Mode of meeting
 (a)
    
    A Joint Venture Committee
meeting may be held:
 (i)
    
    in person;(ii)
    
    by using any means of audio or
audio-visual communication by which each Representative participating
can hear and be heard by each other Representative participating; or(iii)
    
    by using any other technology
consented to in writing by all the Representatives.
 (b)
    
    A Representatives consent under clause
6.16(a)(iii) may be:
 (i)
    
    a standing one; and(ii)
    
    withdrawn within a reasonable time
before the Joint Venture Committee meeting.
 (c)
    
    A Joint Venture Committee meeting held solely or partly by
technology is treated
as held at the place at which the greatest number of the Representatives
present
at the meeting is located or, if an equal number of Representatives is
located in
each of 2 or more places, at the place where the chairman of the meeting is
located.
 7.
    
    OPERATOR AND OPERATING PROGRAMS AND BUDGETS7.1
    
    Appointment
 (a)
    
    As soon as possible after the Commencement Date, MCG
and Newcrest must take all steps necessary to bring about their joint
ownership and control of the Operator of the Joint Venture including:




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(i)
    
    executing a shareholders
agreement in relation to the Operator, substantially in the form
of the document annexed as Annexure B;(ii)
    
    arranging for the Operator to adopt a
constitution, substantially in the form of the document annexed as
Annexure C;(iii)
    
    procuring that all the issued shares of
the Operator are held by MCG and Newcrest in proportion to their
respective Participating Interests in the Joint Venture (or in such
other proportion as MCG and Newcrest may agree); and(iv)
    
    executing the Services Agreement with the Operator.
 (b)
    
    The Operator may propose that it charges a management fee for
performing the
services as Operator under this document and the Services Agreement. The
proposed fee will be payable as part of the Joint Venture Expenditure if the
proposal is approved by the Joint Venture Committee.(c)
    
    In addition to the management fee under clause 7.1(b), the
Operator is entitled to
recover all of its costs and expenses Incurred for the purposes of achieving
the
Objects of the Joint Venture (including the items referred to in the
sections 3.2 to
3.17 of Schedule 2) as authorised by this document or the Services Agreement.(d)
    
    The management fee (if any) under clause 7.1(b) and the
costs and expenses
under clause 7.1(c) form part of Joint Venture Expenditure and the Venturers must
pay those fees, costs and expenses to the Operator in accordance with the terms
of the Services Agreement.
 7.2
    
    Agency of the OperatorSubject to the terms of the Services Agreement and this document:
 (a)
    
    the Operator is the agent of the Venturers; and(b)
    
    in that capacity, the Operator is in charge of all Operating
Programs and other
activities conducted, or a substantial part of which is conducted, in the JV Area for
the purposes of the Joint Venture.
 7.3
    
    Supervision by Joint Venture CommitteeThe Operator:
 (a)
    
    is subject to the supervision of the Joint Venture Committee; and(b)
    
    must carry out any instruction properly given to it by the
Joint Venture Committee
following a decision made in accordance with clause 6.11 or clause 6.15.
 7.4
    
    Operating Program and Budget during Farmin PeriodDuring the Farmin Period, the Operating Program and Budget shall, subject to clause
6.2 of the Master Purchase and Farmin Agreement, be as set out in Schedule 2 and
Annexure B of the Master Purchase and Farmin Agreement.
 7.5
    
    Operating Programs and Budgets after the Farmin PeriodOn and after the Farmin Completion Date, the Operator must:
 (a)
    
    prepare a proposed Operating Program and Budget
(including detailed supporting data) concerning operations in the JV Area
proposed:




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##### 



(i)
    
    for the first Operating Program and
Budget, in respect of the period from the Farmin Completion Date until
30 June; and(ii)
    
    thereafter, for all subsequent periods ending on 30 June; and
 (b)
    
    distribute that proposed Operating Program and Budget
to all Venturers within 30 Business Days before the proposed commencement of
the Operating Program and Budget.
 7.6
    
    Substitute Operating Programs and Budgets
 (a)
    
    On and after the Farmin Completion Date, the Joint Venture
Committee must meet
to consider and vote on each proposed Operating Program and Budget at least
20 Business Days before their commencement.(b)
    
    If the Joint Venture Committee does not approve a proposed
Operating Program
and Budget, it will be treated as having approved an Operating Program and
Budget, during the period for which the Proposed Operating Program and
Budget
is prepared to:
 (i)
    
    keep each Tenement in good standing;(ii)
    
    satisfy any applicable work and
expenditure obligations in relation to each Tenement; and(iii)
    
    progress the Objects of the Joint Venture at a level that a
reasonably
prudent operator in like circumstances would advance them to
retain the maximum value of the project while preserving working
capital, using the last approved Operating Program and Budget as
a guide.
 7.7
    
    Amendment of Operating ProgramsThe Joint Venture Committee may amend any approved Operating Program and Budget.7.8
    
    Ownership of property
 (a)
    
    Except as otherwise provided in this document:
 (i)
    
    all Tenements and other Joint Venture
Property are beneficially owned by the Venturers in undivided shares
as tenants-in-common in proportion to their respective Participating
interests; and(ii)
    
    each Venturer waives its rights of
partition and sale in lieu of partition in those Tenements and any
other Joint Venture Property.
 (b)
    
    It is the intention that the Venturers will hold the legal
title to all Tenements and
(wherever practical) all other Joint Venture Property as tenants-in-common
in
proportion to their respective Participating Interests. If at any time any
of the Joint
Venture Property is held by less than all the Venturers, the Venturer (or
Venturers)
which holds the legal title will do so in trust for all Venturers as
tenants-in-common
in proportion to their respective Participating Interests. Where it is not
practical, for
the Venturers to hold the legal title to any Joint Venture Property as
tenants-in-common, the Operator is to hold legal title to that Joint Venture Property
in trust for
all Venturers as tenants-in-common in proportion to their respective
Participating
Interests.(c)
    
    The Operator may only purchase property for the Joint Venture
that is required to
meet the reasonably anticipated needs of the currently approved Operating
Program, unless the Joint Venture Committee approves otherwise.




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##### 



(d)
    
    If the Operator declares any property (including Joint
Venture Intellectual Property) held for the purposes of this document or the
Joint Venture or both to be surplus, that property may be disposed of:
 (i)
    
    if, and in the manner, the Joint Venture Committee approves; and(ii)
    
    in accordance with the Accounting Procedure.
 7.9
    
    Access to site and information
 (a)
    
    Subject to clauses 7.9(c), 7.9(d) and 7.9(e), if the Operator
receives reasonable notice from a Venturer that the Venturer wishes a third
party which is not an Affiliate of the Venturer to access the site, it must
give any person who has the Venturers written authority;
 (i)
    
    access to the site of any Tenement; and(ii)
    
    any information relating to the Joint
Venture,
  (iii)
    
    observe and inspect the conduct of the
operations of the Joint Venture; and(iv)
    
    examine and, if desired, copy at the
Venturers expense any record of the Joint Venture,
 Access
 (b)
    
    The Operator must only grant access in accordance with clause
7.9(a), if the Venturer verifies, in the form of written authority, that the
purpose of the Access sought is required:
 (i)
    
    to facilitate financing of the Venturers
Participating Interest;(ii)
    
    to restate reserves held by the Venturer; or(iii)
    
    directly in connection with a proposed
sale of part or all of the Venturers Participating Interests,
  (c)
    
    The person with the Venturers written authority must deliver to the Operator:
 (i)
    
    a duly executed confidentiality
agreement, substantially in the form of the document attached as
Schedule 7; and(ii)
    
    such other indemnities and
undertakings as the Operator (acting reasonably) may
require.
 (d)
    
    All site visits are at the sole risk and cost of the Venturer
and the Operator is not in any way responsible for that Venturers personnel
conduct, safety or expenses during the visit.(e)
    
    The Venturers personnel must comply with all reasonable
directions given by or on behalf of the Operator and comply with safety
procedures on the site.




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##### 



8.
    
    INTELLECTUAL PROPERTY AND INFORMATION
 (a)
    
    If a Venturer or an Affiliate of a Venturer has proprietary
technology applicable to operations which the Venturer or its Affiliate
desires to make available to the Joint Venture on terms and conditions other
than as specified in this clause 8, the Venturer or Affiliate may, with the
prior approval of the Joint Venture Committee, make that proprietary
technology available on terms to be agreed.(b)
    
    If the proprietary technology is made available, then any
inventions, discoveries or improvements that relate to such proprietary
technology and which result from Joint Venture expenditures belongs to the
Venturer or the Affiliate. In each such case, each other Venturer has a
non-exclusive, irrevocable, royalty-free world-wide licence, with rights to
sub-licence to related corporations, in relation to such inventions,
discoveries or improvements.
 9.
    
    INSURANCE AND LITIGATION9.1
    
    Insurance obligations
 (a)
    
    The Venturers and the Operator must procure and maintain in force:
 (i)
    
    all insurances required by applicable
law in connection with operations under this document and the Services
Agreement; and(ii)
    
    any additional Insurance the Joint Venture Committee requires.
 (b)
    
    In addition to the insurance cover referred to in clause 9.1(a), a Venturer may at its own cost have its own insurance cover for any
Liabilities it may incur because it is a Venturer.(c)
    
    If neither the Joint Venture nor any other Venturer is
disadvantaged or otherwise penalised, a Venturer may elect not to participate
in an insurance taken out by the Operator under clause 9.1(a)(ii). If a
Venturer does so, it must:
 (i)
    
    notify the Operator of that fact; and(ii)
    
    give the other Venturers evidence
satisfactory to each of them that it is effectively self-insured or
otherwise covered by a suitable policy of insurance, in either case,
for the same risk.
 9.2
    
    Cost of insuranceThe Operator must charge the cost of all:
 (a)
    
    insurances referred to in clause 9.1(c) to each Venturer
participating in those insurances in proportion to its Participating
Interest; and(b)
    
    other insurances as Joint Venture Expenditure.
 9.3
    
    Operators obligationsThe Operator must:
 (a)
    
    promptly inform each Venturer participating in any insurance
when cover has been taken out;(b)
    
    supply a Venturer participating in any insurance with a copy
of the relevant policies if requested to do so by that Venturer;




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##### 



(c)
    
    arrange for each Venturer participating in any insurance, in
proportion to its Participating Interest, to be named as a co-insured on the
relevant policies with waivers of subrogation in favour of that Venturer; and(d)
    
    file all claims and take all necessary steps to collect the
proceeds of any insurance and:
 (i)
    
    if all Venturers have participated in
that insurance, credit the proceeds of that insurance to the Joint
Account; or(ii)
    
    if all Venturers have not participated
in that insurance, credit the proceeds of that insurance to each
Venturer participating in that insurance in proportion to its
contribution to the premium for that insurance.
 9.4
    
    Independent contractors insuranceThe Operator must
 (a)
    
    take all reasonable steps to ensure that all independent
contractors (including subcontractors) performing work for the Joint
Venture obtain and maintain all Insurances required by applicable law or
the conditions of their respective engagements; and(b)
    
    if reasonably possible, obtain a waiver of subrogation in
favour of the Operator and the Venturers from the insurers of those
independent contractors.
 9.5
    
    Notice of litigationThe Operator must promptly notify each Venturer of any claim, dispute, litigation,
arbitration, mediation, conciliation, administrative proceeding, lien, demand,
judgement or order relating to operations under this document if the total amount
in dispute or the total amount of damages and expenses is estimated to exceed:
 (a)
    
    $100,000; or(b)
    
    any other amount the Joint Venture Committee decides.
 9.6
    
    Litigation against third parties
 (a)
    
    The Operator may prosecute, defend or settle any claim,
dispute, litigation, arbitration, mediation, conciliation, administrative
proceeding, lien, demand, judgement or order relating to this document or
operations under this document (except as between Venturers) unless the total
amount in dispute or the total amount of damages and expenses is estimated to
exceed:
 (i)
    
    $100,000; or(ii)
    
    any other amount the Joint Venture Committee decides,
 in which case clause 9.6(b) applies.(b)
    
    If the total amount in dispute or the total amount of damages
and expenses is estimated to exceed an amount referred to in 9.6(a), the
Operator must not do anything referred to in that paragraph without the Joint
Venture Committees approval.(c)
    
    Each Venturer may participate in any prosecution, defence or
settlement relating to this document or operations under this document at its
own expense.




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##### 



9.7
    
    Litigation against a VenturerEach Venturer must, at its own expense:
 (a)
    
    separately compromise, defend or settle any claim made or action brought
against it personally regarding this document or operations under this document; and(b)
    
    keep all other Venturers fully informed of the nature, status and particulars
of any claim or action referred to in clause 9.7(a),
 unless all Venturers agree otherwise.10.
    
    REHABILITATION10.1
    
    Rehabilitation ObligationsThe Venturers and the Operator must comply with all their obligations under the Mining Act,
the Tenements and Authorisations, and all applicable statutory and contractual obligations
relating to the rehabilitation, restoration, revegetation and cleaning up of all Joint
Venture Property during and following the conduct of activities under the Joint Venture.10.2
    
    Rehabilitation ProgramIn order to meet the obligations referred to in clause 10.1, a rehabilitation program must
be formulated, maintained and updated and carried out by the Operator.10.3
    
    Rehabilitation Fund
 (a)
    
    From the Commencement Date, the Venturers must establish a rehabilitation
fund which fund and all interest earned by the fund must be applied towards meeting
the obligations referred to in clause 10.1.(b)
    
    The amounts, investments, sureties or securities to be paid into the fund,
and the schedule on which such payments are to be made, must be approved by the Joint
Venture Committee.(c)
    
    All amounts to be paid into the fund must be paid by the Venturers in
proportion to their Participating Interests at the time that each payment is due.
 11.
    
    CROSS CHARGE11.1
    
    Venturers obligationsEach Venturer must at its own cost:
 (a)
    
    execute and deliver to the other Venturers a deed of charge at the time
of executing this document or any Assumption Deed;(b)
    
    ensure that the charge is registered (and not just provisionally) under
the Companies Act, and approved and registered under the Mining Act;(c)
    
    ensure that the charge is registered in any other places which any other
Venturer notifies to it if any other Venturer is reasonably satisfied that
registration is necessary or desirable to perfect the security created by that charge
or to protect the rights of any other Venturer under that charge;




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##### 



(d)
    
    obtain all necessary Authorisations in relation to that
charge and lodge them for registration in each jurisdiction required to
perfect the security created by that
charge;(e)
    
    ensure that the charge is stamped; and(f)
    
    do everything necessary in each jurisdiction required to
perfect the security created by that charge.
 11.2
    
    Purpose, form and substanceThe Cross Charge must be:
 (a)
    
    for the purpose of better securing:
 (i)
    
    payment of all Called Sums under this document; and(ii)
    
    payment of any amount due and payable
to each Venturer under this document; and
 (b)
    
    substantially in the form set out in Schedule 5.
 12.
    
    JOINT VENTURE EXPENDITURE12.1
    
    Financing policyThe Venturers agree that, after the Farmin Completion Date, the financing policy
for funding Joint Venture Expenditure will be to adopt the following order of
choice, in order from first choice to last choice:
 (a)
    
    use of the Operators funds;(b)
    
    use of funds available under the Joint Account; and(c)
    
    use of Called Sums from Venturers.
 12.2
    
    Settlement and payment
 (a)
    
    All Joint Venture Expenditure incurred by or on behalf
of the Operator in the conduct of operations under this document must be
decided and settled in accordance with this document (including the
Accounting Procedure).(b)
    
    Each Venturer must contribute to Joint Venture Expenditure in
proportion to its Participating Interest in accordance with this document,
including clauses 13 and 14 but subject to clause 15. As between MCG and
Newcrest, this is subject to the provisions of the Master Purchase and Farmin
Agreement.
 12.3
    
    Current statementsThe Operator must give each Venturer a current statement showing in reasonable
detail:
 (a)
    
    the total estimated cash expenditure and accrued liabilities
on each currently approved Operating Program and Budget for the preceding,
current and next month;(b)
    
    all charges and credits to the Joint Account that have
occurred since the last statement and the nature of those items;




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##### 



(c)
    
    all unusual charges and credits that have occurred since the
last statement that must be separately identified and described in detail;(d)
    
    the unexpended balance of funds from each Venturers earlier
advances to the Joint Account, and the extent to which the expenditure and
liabilities referred to in clause 12.3(a) can be satisfied from that balance;
and(e)
    
    the amount required to be paid by each Venturer in accordance
with that statement (or in the case of MCG, before the Farmin Completion Date,
to be paid by Newcrest on MCGs behalf in accordance with the terms of the
Master Purchase and Farmin Agreement),
 at least 10 Business Days before the beginning of each month.12.4
    
    Notice of Intention to pay Called SumWithin 10 Business Days of receipt of the current statement in clause 12.3, each
Venturer must notify the Operator whether or not it intends to pay the Called Sum
as and when required (Notice of Intention).If the Venturer fails to notify the
Operator, the Venturer is deemed to have given a Notice of Intention to pay the
Called Sum.12.5
    
    Called Sums paid in advance of expenditureA Venturer may pay the Operator its Called Sum in advance of the Due Date for
such payment, in which event the Operator must:
 (a)
    
    keep each Called Sum paid by a Venturer in advance of
expenditure in a separate Joint Venture interest bearing trust account with a
financial institution the Joint Venture Committee approves; and(b)
    
    credit all interest to the Joint Account for a Venturer that
pays a Called Sum in advance of expenditure having regard to the date of
payment by that Venturer and its Participating Interest.
 13.
    
    INTEREST13.1
    
    Payment of Interest
 (a)
    
    A Venturer must pay interest on each amount that is not paid
when due, from (and including) the Due Date to (but excluding) the day on
which it is paid in full, at the rate calculated in accordance with clause
13.1(b). This interest must be paid on demand.(b)
    
    Interest on an unpaid amount accrues each day at a rate equal
to the sum of the indicator lending rate charged by Westpac Bank (PNG) Limited
on overdrafts of K100,000 for that day and 3% per annum, and is capitalised
(if not paid) every 5 Business Days.(c)
    
    This clause 13.1 does not affect a Venturers obligation to
pay each amount under this document when it is due.
 13.2
    
    Interest after judgmentIf a Liability of a Venturer becomes merged in a judgment or order, that Venturer,
as an independent obligation, must pay interest on the amount of that Liability,
from (and including) the date of the judgment or order until it is paid in full, at
the higher of the rate that applies under the judgment or order and the rate
calculated in accordance with clause 13.1.




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##### 



13.3
    
    Accrual and calculation of InterestInterest under this clause:
 (a)
    
    accrues daily; and(b)
    
    is calculated on the basis of the actual number of days
on which Interest has accrued and a 365 day year.
 14.
    
    PAYMENTS14.1
    
    Payment of Called Sums and Interest
 (a)
    
    If a Venturer gives or is deemed to have given a Notice of
Intention under clause 12.4 to pay a Called Sum, the Venturer must pay to the
Operator the Called Sum required to be paid by it in accordance with the
statement under clause 12.3:
 (i)
    
    by the Due Date for payment of that Called
Sum; and(ii)
    
    in accordance with this clause 14.1 and clause 14.2.
 (b)
    
    If a Venturer does not comply with clause 14.1 (a):
 (i)
    
    it must pay Interest to the Operator for
the benefit of the other Venturers accounts;(ii)
    
    that Interest is to be calculated from (and Including) the Due
Date for payment of that Called Sum to (but excluding) the date of actual
payment; and(iii)
    
    expenses attributable to or arising from
that Called Sum will be treated as part of that sum.
 14.2
    
    How payments must be madeA Venturer must make each payment to the Operator under this document:
 (a)
    
    by delivering an unendorsed bank cheque to the Operator at
the place, or by direct transfer of cleared funds to the credit of the
account, that the Operator nominates at least 5 Business Days before the
payment is made; and(b)
    
    without any set-off or counterclaim and (to the extent
permitted by law) free and clear of, and without deduction or withholding for
or on account of, any Taxes (other than Excluded Taxes).
 14.3
    
    Deductions and withholdingsIf at any time an applicable law obliges a Venturer to make a deduction or
withholding in respect of Taxes from a payment to the Operator under this document,
that Venturer:
 (a)
    
    must notify the Operator of the obligation promptly after
that Venturer becomes aware of it;(b)
    
    must ensure that the deduction or withholding does not
exceed the minimum amount required by law;(c)
    
    must pay to the relevant Government Agency on time the
full amount of the
deduction or withholding and promptly deliver to the Operator a copy
of any
receipt, certificate or other proof of payment; and




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##### 



(d)
    
    unless the Tax is an Excluded Tax, must indemnify the Operator against
the
deduction or withholding by paying to the Operator, at the time that the
payment to the Operator is due, an additional amount that ensures that,
after the deduction or withholding is made, the Operator receives a net sum
equal to the sum that it would have received if the deduction or withholding
had not been made.
 14.4
    
    Currency IndemnityIf, for any reason (including as a result of a judgment or order), an amount
payable by a Venturer under or in respect of this document (Relevant Amount) is
received by the Operator in a currency (Payment Currency) that is not the currency
in which the amount is expressed to be payable under this document (Required
Currency) then that Venturer, as an independent obligation, must indemnify the
Operator against, and must pay the Operator on demand the amount of, any shortfall
between:
 (a)
    
    the amount of Required Currency which the Operator receives
on converting the amount it received in the Payment Currency into an amount in
the Required Currency in accordance with its usual practice; and(b)
    
    the relevant amount in the Required Currency.
 15.
    
    DILUTION15.1
    
    Consequences of non-payment
 (a)
    
    If a Venturer (other than Newcrest in respect of Joint
Venture Expenditure from the Commencement Date up to and including the Farmin
Completion Date) gives a Notice of Intention under clause 12.4 not to pay a
Called Sum and it subsequently fails to pay that Called Sum, the Operator must
notify that Venturer (the Notifying Venturer) and the other Venturers of the
failure (Notice of Failure to Pay), specifying details of the failure.(b)
    
    If the Notifying Venturer does not rectify the failure within
15 Business Days after issue of a Notice of Failure to Pay:
 (i)
    
    within 7 days after the expiry of the
15 Business Day rectification period, the Operator must further notify
all other Venturers of the failure to rectify; and(ii)
    
    within 7 days after the date of further
notice from the Operator, the other Venturers may pay the Notifying
Venturers contribution in proportion to their respective Participating
Interests (or in such other proportions or manner as they may agree).
 (c)
    
    For the purposes of this clause 15, a Notifying Venturer
becomes a Diluting Venturerwhen any other Venturer meets the Notifying
Venturers contribution under clause 15.1(b)(ii).(d)
    
    On payment by any other Venturer of all or part of the
Diluting Venturers contribution under clause 15.1(b)(ii), the Participating
Interests of the Venturers shall be adjusted in accordance with clause 15.2.(e)
    
    A Diluting Venturer may attend meetings of the Joint Venture
Committee and the Operator must provide a Diluting Venturer with any approved
Operating Program and Budget until the Diluting Venturer withdraws or is
deemed to have withdrawn.




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##### 



15.2
    
    Calculation of Participating InterestsThe Participating Interest of a Venturer is to be calculated according to the
following formula:
 PI =
    
    A
    
    X 100A + B
 Where:PI = the Participating Interest of the VenturerA = the actual and deemed contributions of the Venturer at the relevant timeB = the actual and deemed contributions by all other Venturers at the relevant timeFor the purposes of the formula, deemed contributions are as set out in Schedule 3.15.3
    
    Minimum Participating InterestA Venturer may not hold a Participating Interest of less than 5%. Accordingly:
 (a)
    
    the Operator must give notice to a Venturer whose
Participating Interest reduces to less than 5%; and(b)
    
    on delivery of the notice to the Venturer, the Venturer
will be deemed to be a Defaulting Party for the purposes of clause
17.4,17.5 and 17.6 and its Participating Interest will be sold in
accordance with those provisions.
 15.4
    
    Withdrawal
 (a)
    
    A Venturer (Withdrawing Party) may at any time after the
Farmin Completion Date withdraw as a Venturer by giving the other Venturers
and the Operator notice of withdrawal at least 20 Business Days before the
effective date of withdrawal.(b)
    
    The date (Withdrawal Date) must be specified in the notice
and be no more than 30 Business Days after the date of the notice.(c)
    
    From the Withdrawal Date, the Representatives of the
Withdrawing Party are no longer entitled to a vote on the Joint Venture
Committee on any matter arising for determination after the Withdrawal Date.(d)
    
    On or before the Withdrawal Date, the Withdrawing Party must:
 (i)
    
    transfer all of its Participating
Interest to the other Venturers (Remaining Parties) by documents
acceptable in form and substance to the Remaining Parties; and(ii)
    
    if it holds shares in the Operator,
transfer all of its shares in the Operator to the other remaining
shareholders of the Operator in the proportions that these other
remaining shareholders, Participating Interests bear to
each other,
 free from any Encumbrances and for no consideration or compensation.(e)
    
    Each Remaining Party will share in the transfer in the
proportion that its Participating Interest at the date of the transfer bears
to the sum of the Participating Interests of all of the Remaining Parties at
that date (or in any other proportions the Remaining Parties may otherwise
agree).




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##### 



(f)
    
    The Withdrawing Party must pay all costs of the transfer (including duty and
registration fees).(g)
    
    The Withdrawing Party must do anything reasonably necessary or convenient to render the
transfer effective under applicable law (including execute and deliver all documents
acceptable in form and substance to each Remaining Party and obtain all Authorisations).(h)
    
    Each Withdrawing Party irrevocably appoints and constitutes every Remaining
Party and, where a Remaining Party is a corporation, every director and secretary for the
time being of that corporation severally, as its true and lawful attorney in its name and
on its behalf to do anything reasonably necessary or convenient to render the transfer
effective under applicable law (including execute and deliver all documents and obtain all
Authorisations).(i)
    
    Irrespective of any transfer under this clause, the Withdrawing Party remains liable
for all:
 (i)
    
    obligations imposed on it under this document and the
Transaction Documents and by operation of law; and(ii)
    
    costs and expenses:
 (A)
    
    incurred or intended to be incurred under an approved
Operating Program and Budget current as at the Withdrawal Date; or(B)
    
    accrued in the conduct of operations under this document
before the Withdrawal Date,
  (j)
    
    The Withdrawing Party must join in any acts required for the maintenance of its
Participating Interest until all legal and other requirements are met in relation to the
transfer.(k)
    
    If the Participating Interest of a party seeking to become a Withdrawing Party is
subject to an Encumbrance, that party:
 (i)
    
    is not permitted to withdraw until all Encumbrances to
which the Participating interest is subject have been discharged; and(ii)
    
    remains liable for all obligations imposed on it under this document
until all Encumbrances to which the Participating Interest is subject have been
discharged.
 (l)
    
    When all Encumbrances have been discharged the Withdrawing Party must give each
Remaining Party a notice that includes evidence of the discharge reasonably acceptable to each
Remaining Party.(m)
    
    Each Remaining Party must no later than 10 Business Days after the date of the notice in
clause 15.4(l) notify the Withdrawing Party whether or not the evidence of discharge is
acceptable to it. In default of any notice, the evidence of discharge is treated as being
acceptable. If the notice indicates that the evidence of discharge is unacceptable, the
Withdrawal Date is postponed to a date that is 5 Business Days after receipt by each Remaining
Party of evidence of discharge reasonably acceptable to it.




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##### 



(n)
    
    A Withdrawing Party must deliver to each Remaining Party all copies of
confidential information referred to in clause 24 (Confidentiality) in the
possession of any of the Withdrawing Party, its agents, employees or
Affiliates.
 15.5
    
    Dilution where State acquires InterestIf the State (or its nominee) or any Landowners (or their nominee) exercise any
option which they may have to acquire a Participating Interest in the Joint
Venture, the Venturers agree that they will each sell down their respective
Participating Interests in the proportions that their respective Participating
Interests bear to each other as at:
 (a)
    
    the date of exercise of the option, if the option is
exercised after the Farmin Completion Date; or(b)
    
    at the Farmin Completion Date, if the option is
exercised prior to the Farmin Completion Date,
 and in doing so the Venturers agree that the provisions of clause 26 (Assignment
and Amendment) do not apply in respect of that sale except that the Venturers will
procure that the State or its nominee or the Landowners or their nominee (as the
case may be) complies with clause 26.8 (Conditions of Assignment).16.
    
    DEFAULT16.1
    
    Default EventEach of these events or circumstances is a Default Event:
 (a)
    
    if, after the Farmin Completion Date, a Venturer:
 (i)
    
    having given or been deemed to have given a
Notice of intention under clause 12.4 to pay a Called Sum, fails to
pay the Called Sum by its Due Date; or(ii)
    
    fails to pay any other amount that is due and payable under this document;
 (b)
    
    if a Venturer creates or permits to exist any Encumbrance
other than a Permitted Encumbrance over all or any of its Participating
Interest in breach of clause 25;(c)
    
    if a Venturer Assigns any of its Participating Interest in breach of clauses
26; or(d)
    
    If an Insolvency Event occurs in respect of a Venturer.
 16.2
    
    Default Notice
 (a)
    
    The Operator must notify a Defaulting Venturer, its
Encumbrancee (if the Operator has notice of its address for service), and the
other Venturers of that Defaulting Venturers Default Event, and require that:
 (i)
    
    if the Default Event is under
clauses 16.1(a), the outstanding amount be paid;(ii)
    
    for those Default Events other than
under clause 16.1(a), the Default be otherwise remedied (if
possible),




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##### 



(b)
    
    If the Operator is an Affiliate of a Defaulting Venturer,
another Venturer may notify that Defaulting Venturer, its Encumbrancee (if
that other Venturer has notice of its address for service), and the other
Venturers of that Defaulting Venturers default, and require that the
Default Event be remedied in accordance with clause 16.2(a).
 16.3
    
    Consequences of Default Notice
 (a)
    
    Subject to clause 16.3(b), with effect from the date which is
one Business Day after a Default Notice is served on that Defaulting Venturer
until all defaults by a Defaulting Venturer are remedied in accordance with
clause 16.6 (Default Period):
 (i)
    
    the Representatives appointed by that
Defaulting Venturer cannot vote on any matter before the Joint Venture
Committee; and(ii)
    
    that Defaulting Venturer is not
entitled to its Share of Production which must be dealt with in
accordance with clause 17.
 (b)
    
    If the Default Event is an event set out in clause 16.1(d),
in addition to the consequences set out in clause 16.3(a), during the Default
Period, the representatives of the Defaulting Venturer appointed to the board
of directors of the Operator are not entitled to vote on any resolution before
the board.
 16.4
    
    Contributing Venturers
 (a)
    
    If the Default Event is default under clause 16.1(a) and it
is not remedied in accordance with clause 16.2(a), the Venturers other than
the Defaulting Venturer (the Contributing Venturers)must pay to the Operator,
in proportion to their respective Participating Interests (unless otherwise
agreed between them), the Unpaid Called Sum on behalf of the Defaulting
Venturer.(b)
    
    A Venturer that does not comply with clause 16.4(a) will
be regarded as a Defaulting Venturer.(c)
    
    The amount paid to the Operator by a Contributing Venturer under clause
16.4(a):
 (i)
    
    must be paid within 20 Business Days
after it receives a statement from the Operator specifying all
necessary details; and(ii)
    
    will:
 (A)
    
    constitute a debt due and
payable by the Defaulting Venturer to the Contributing
Venturer; and(B)
    
    include any expenses arising
from payment by the Contributing Venturer and Interest on the
debt in accordance with clause 16.5,
 until paid by that Defaulting Venturer.(d)
    
    For the purposes of clause 16.4(c)(i), the Operator may
give a Venturer a statement before or after the procedures specified in
clause 17.1 have been followed if:
 (i)
    
    amounts available because of those procedures do not satisfy the
Defaulting Venturers obligations when those procedures are applied;
or(ii)
    
    those procedures are inapplicable for any reason.




---



##### 



16.5
    
    InterestA Defaulting Venturer must pay to the Contributing Venturer Interest on the amount of the
debt referred to in clause 16.4(c)(ii). That Interest is to be calculated from the date the
Contributing Venturer made the payment to the Operator to the date the Contributing
Venturer receives reimbursement from the Defaulting Venturer.16.6
    
    Remedy of defaultsA default by a Defaulting Venturer in the payment of any Unpaid Called Sum will only be
regarded as remedied if the Defaulting Venturer paid the Operator the Unpaid Called Sum and
Interest on that Unpaid Called Sum to the payment date.16.7
    
    Failure to remedyAny or all of the Venturers (other than a Defaulting Venturer) may exercise its rights
under the Cross Charge if:
 (a)
    
    a Venturer:
 (i)
    
    becomes a Defaulting Venturer in the payment of Called
Sums or Interest accrued on those Called Sums on 3 occasions in any 12 month
period;(ii)
    
    received a Default Notice in relation to the first and second defaults;
and(iii)
    
    received a Default Notice in relation to the second
default at least 10 Business Days before the Due Date for payment of the
Called Sum or Interest accrued on that Called Sum in relation to which the
third default occurred.
 (b)
    
    a Venturer becomes a Defaulting Venturer by committing a Default Event or a
Default Event occurs in relation to the Venturer, and has not remedied that default
(if possible) within 15 Business Days of receipt of the Default Notice under clause
16.2.
 Clause 16.7(a) applies even if the defaults are remedied.17.
    
    CONSEQUENCES OF DEFAULT17.1
    
    Share of Production on trust for sale
 (a)
    
    When a Venturer becomes a Defaulting Venturer:
 (i)
    
    its right to take delivery of its Share of Production
under clause 3.6 ceases immediately; and(ii)
    
    the Venturers Share of Production vests in the Operator on trust for
sale.
 (b)
    
    Until a Defaulting Venturer ceases to be a Defaulting Venturer:
 (i)
    
    the Operator (on behalf of, and as agent for, the
Defaulting Venturer) must sell the Share of Production to which that
Defaulting Venturer would have been entitled if it had not become a Defaulting
Venturer in accordance with a sales agreement (if any) entered into by the
Defaulting Venturer before the time of its default; and(ii)
    
    if there is no sales agreement referred to in clause
17.1, the Operator may (on behalf of, and as agent for, the Defaulting
Venturer) sell the Share of




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##### 



(A)
    
    use reasonable endeavours to
obtain the best competitive price available on an arms length
basis; and(B)
    
    consider relevant factors
(including transportation, processing and penalty costs).
 17.2
    
    Application of sale proceedsThe proceeds of all sales under clause 17.1 must be applied in the following order:
 (a)
    
    first in payment or reimbursement of all expenses that the
Operator incurs in or incidental to the taking delivery of, and selling the
Share of Production to which the Defaulting Venturer would have been entitled
if it had not become a Defaulting Venturer;(b)
    
    then in payment of any Interest that has accrued under clause 14.1(b);(c)
    
    then in payment to discharge any other obligations of
the Defaulting Venturer under this document; and(d)
    
    then in payment to the Defaulting Venturer.
 17.3
    
    No Liability or entitlement to Defaulting Venturer
 (a)
    
    Neither the Operator nor any Continuing Venturer will be
liable to a Defaulting Venturer for anything arising because of the sale of
the Defaulting Venturers Share of Production if that share was sold in
accordance with clause 17.1.(b)
    
    When a Defaulting Venturer ceases to be a Defaulting
Venturer, it is not entitled to an additional Share of Production in
replacement of the Share of Production delivered to the Operator under clause
17.1 while the Defaulting Venturer was in default.
 17.4
    
    Participating Interest on trust for saleIf, irrespective of any action taken under clause 17.1:
 (a)
    
    a Defaulting Venturer continues to be in default;(b)
    
    the Cross Charge has become enforceable against the Defaulting Venturer; and(c)
    
    one of the Non-Defaulting Venturers notifies the Operator
that it wishes to enforce the Cross Charge by exercising the power to sale
under it in respect of the Defaulting Venturers Participating Interest,
  (i)
    
    the Operator must notify all
Venturers (including the Defaulting Venturer) that the event has
occurred;(ii)
    
    a Defaulting Venturers Participating Interest (including its
right to
collection or transportation at the Delivery Point of its
Participating Interest Share of Production) automatically vests in
the Operator on trust for sale, and any trust for sale under clause
17.1 ceases; and(iii)
    
    at the time of vesting referred to in clause 17.4(ii), a
Defaulting Venturer:




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##### 



(A)
    
    ceases to have further rights
or interests in the Joint Venture except those under clause
17.5; but(B)
    
    continues to be liable for any
antecedent default and Interest on the amount of that default
to the extent not satisfied under clause 17.5(g); and(C)
    
    if it holds shares in the
Operator, must transfer its shares in the Operator to the other
remaining shareholders of the Operator in the proportions that
these other remaining shareholders Participating
Interests bear to each other, for no consideration or
compensation.
 17.5
    
    Terms of trust for saleIf a trust for sale arises under clause 17.4:
 (a)
    
    clauses 17.1 and 17.2 apply to the Share of Production
attributable to the Participating Interest on trust for sale;(b)
    
    the Operator must:
 (i)
    
    try to agree with the Defaulting
Venturer on a value for the Participating Interest held on trust for
sale, but if the Operator is an Affiliate of the Defaulting Venturer,
it must try to agree on that value with the other Venturers; and(ii)
    
    have that value independently decided in
accordance with clause 17.6 if the Operator and the Defaulting Venturer
or if applicable the other Venturers cannot agree on that value within
20 Business Days after the trust for sale arose;
 (c)
    
    each Continuing Venturer has an option to purchase the
Participating Interest held on trust for sale. This option is exercisable:
 (i)
    
    by one or more of the Continuing
Venturers that will then be liable for the purchase price in
proportion to their respective Participating Interests;(ii)
    
    by each Continuing Venturer that
wishes to exercise this option notifying the Defaulting Venturer
within 20 Business Days after the Operator has notified all the
Continuing Venturers that the value of the Participating Interest held
on trust for sale has been agreed or independently decided (as the
case may be);(iii)
    
    at a price:
 (A)
    
    subject to clause
17.5(e), equal to the value agreed or independently
decided (as the case may be); and(B)
    
    payable to the Operator as cash
consideration (and not for any other consideration) as trustee
under the trust for sale; and
 (iv)
    
    by the payment to the Operator as
trustee under the trust for sale of a deposit of 50% of the price
referred to in clause 17.5(c)(iii) within 10 Business Days after this
option is exercised;
 (d)
    
    the unpaid balance of the amount payable under clause 17.5(c)
carries Interest in accordance with clause 13 calculated from the date for
payment of the deposit;




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##### 



(e)
    
    if the option under clause 17.5(c) is not exercised, the
Operator must use its best
endeavours to dispose of the Participating Interest held on trust for sale
for the
best competitive price reasonably obtainable from a purchaser that complies
with
clause 26.8(d) but, if that price is below the value agreed or independently
decided
(as the case may be) under clause 17.5(b), each Continuing Venturer has a
further
option to purchase the Participating Interest at that price on the terms of
clause 17.5(c);(f)
    
    a purchaser of the Participating Interest held on trust for
sale will take it free from
any Encumbrance other than a Permitted Encumbrance;(g)
    
    the sale proceeds of the Participating Interest held on trust
for sale (and the
balance of the sale proceeds of Mineral Products forming part of that
Participating
Interest) must be applied in accordance with clause 17.2; and(h)
    
    each Venturer irrevocably appoints and constitutes the
Operator its true and lawful attorney in its name and on its behalf to do
anything reasonably necessary to vest the Participating Interest held on
trust for sale in the purchaser of that Participating Interest (including
execute any transfer or other document in blank).
 17.6
    
    Independent valueThe value of a Participating Interest held on trust for sale must be independently
decided in accordance with the following procedures if the Operator and the
Defaulting Venturer cannot agree on a value under clause 17.5(b)(i):
 (a)
    
    the Operator must:
 (i)
    
    request the President of each of the
Australasian Institute of Mining and Metallurgy and the Australian
Mining Industry Council to nominate an independent expert and the
Operator must nominate one Independent expert (who is a recognised
expert in valuing mining operations and properties) to value that
Participating Interest; and(ii)
    
    promptly notify all Venturers of
the names of the independent experts nominated; and
 (b)
    
    each independent expert:
 (i)
    
    must act as an expert only and not as an arbitrator;(ii)
    
    may consult with the Operator and
independent contractors engaged by the Operator in connection with the
Joint Venture;(iii)
    
    is entitled to rely in good faith on the opinions of any expert
or other
persons (including the Operator and independent contractors engaged
by the Operator in connection with the Joint Venture) consulted;(iv)
    
    must consider submissions about value that
a Venturer may make to him or her within 15 Business Days of the
Venturer or the Defaulting Venturer receiving notice of the
independent experts nominated;(v)
    
    must make his or her valuation
independently, without consultation with other independent experts and
on the basis of:
 (A)
    
    a willing but not anxious purchaser; and(B)
    
    a willing but not anxious vendor;




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##### 



(vi)
    
    must not consider the Defaulting
Venturers Liabilities except as required by clause 17.6(b)(x);(vii)
    
    may consider whether or not the Defaulting Venturers
Participating
interest carries with it an entitlement to a measure of control of
the Joint Venture;(viii)
    
    must use his or her best endeavours to complete his or her
valuation within 30 Business Days of his or her nomination;(ix)
    
    must disregard the value of
Mineral Products derived from the Participating Interest
independently sold under clause 17.5(g);(x)
    
    must fully deduct the amount of the
Defaulting Venturers Liabilities under or secured by all
Encumbrances; and(xi)
    
    must deliver a copy of his valuation to all Venturers when
completed; and
 (c)
    
    if an independent expert fails to complete his or her
valuation within the time
prescribed by clause 17.6(b)(viii):
 (i)
    
    the Operator may, before completion of
his or her valuation, declare that the independent expert ceased to be
an independent expert for the purposes of this clause by notifying all
Venturers; and(ii)
    
    if the Operator makes a declaration in
accordance with clause 17.6(c)(i), it must then immediately request the
President of the Australasian Institute of Mining & Metallurgy or the
Australian Mining Industry Council (whichever of those Presidents
appointed the expert concerned) to nominate or must itself nominate (as
the case requires) another independent expert in place of the one who
ceased to be an independent expert for the purposes of this clause; and
 (d)
    
    the independent value of a Participating Interest held on trust for sale is:
 (i)
    
    the average of the amounts of the
valuations of the 2 independent experts whose valuations are closest to
each other; or(ii)
    
    if the difference between the highest and the median valuations
is the
same as the difference between the median and the lowest valuations,
the median valuation.
 18.
    
    CHANGE OF CONTROL18.1
    
    Meaning of ControlFor the purposes of this clause 18 an entity controlsa second entity if the first
entity:
 (a)
    
    has the capacity to determine the outcome of decisions about
the second entitys
financial and operating policies;(b)
    
    has the capacity to influence decisions about the second
entitys financial and
operating policies; or(c)
    
    an Affiliate or Affiliates (or any combination thereof) has an aggregate
relevant
interest in at least 50% of the voting shares of the second entity.




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##### 



(d)
    
    the practical influence the first entity can exert
(rather than the rights it can
enforce) is the issue to be considered; and(e)
    
    any practice or pattern of behaviour affecting the second
entitys financial or
operating policies is to be taken into account (even if it involves a
breach of an
agreement or a breach of trust).
 The first entity does not control the second entity merely because the first entity
and a third entity jointly have the capacity to determine the outcome of decisions
about the second entitys financial and operating policies.18.2
    
    Meaning of Change of Control
 (a)
    
    Subject to clause 18.2(b), a Change of Control occurs in
relation to a body
corporate or entity (the body)where:
 (i)
    
    an entity that Controls the body ceases to Control the
body; or(ii)
    
    an entity that does not Control the body comes to
Control the body.
 (b)
    
    No Change of Control occurs if:
 (i)
    
    the entity that ceases to Control the body under clause 18.2(a)
was,
immediately beforehand, Controlled by a body corporate that Controls
the body;(ii)
    
    the entity that comes to Control the body under clause 18.2(a)
is,
immediately afterward, a wholly-owned subsidiary of a body corporate
that previously Controlled and continues to Control the body;(iii)
    
    it results from a Change in Control of a listed entity; or(iv)
    
    it results from a Change of Control which MCG and Newcrest have
by written instrument signed by their Representatives unanimously
approved in advance.
 18.3
    
    Consequences of Change of ControlIf there is a Change of Control of a Venturer, the Venturer must immediately give
the other Venturers a notice setting out full details of the change and, whether or
not the Venturer does so, unless the other Venturers unanimously decide otherwise:
 (a)
    
    the Venturers Participating Interest including its right to
collection or transportation
at the Delivery Point of its Participating Interests Share of Production
automatically
vests in the Operator on trust for sale and any trust for sale under clause
17.1
ceases;(b)
    
    at the time of vesting referred to in clause 18.3(a), the
Venturer:
 (i)
    
    ceases to have further rights or
interests in the Joint Venture except those under this clause and
clause 17.5;(ii)
    
    continues to be liable for any
antecedent default and Interest on the amount of any default;(iii)
    
    if it holds any shares in the
Operator, must transfer all of its shares in the Operator to the other
remaining shareholders of the Operator in the proportions that these
other remaining shareholders Participating Interests bear to each
other for no consideration or compensation; and




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##### 



(c)
    
    clauses 17.5 and 17.6 apply to that trust for sale created under clause
18.3(a) as if the Venturer were a Defaulting Venturer.
 19.
    
    TENEMENT RELINQUISHMENT19.1
    
    Procedure and consequencesIf the Joint Venture Committee, decides that a Tenement should be relinquished,
surrendered or otherwise disposed of because it is not required for the Joint
Venture:
 (a)
    
    that Tenement must, before its relinquishment, surrender or disposal, be
offered
(for no consideration or compensation) to each Venturer individually in proportion
to its Participating Interest at the date of that offer;(b)
    
    if a Venturer does not accept the offer referred to in clause 19.1(a) in
relation to all
of that Tenement within 20 Business Days, its Participating Interest entitlement is
treated as being offered for a further period of 20 Business Days to each other
Venturer in the proportion that the Participating Interest of that Venturer bears
to
the total of the Participating Interests of the other Venturers on the date that
offer is
treated as being offered;(c)
    
    if a Venturer does not accept the offers referred to in:
 (i)
    
    clause 19.1(a) in relation to all of that Tenement within 20 Business
Days; or(ii)
    
    clause 19.1(b) in relation to all of that Tenement
within the time prescribed by that clause,those offers will automatically lapse and the Operator must proceed to relinquish,
surrender or otherwise dispose of, that Tenement; and
 (d)
    
    that Tenement ceases to form part of, and is excluded from the definition of,
the
Tenements when it is relinquished, surrendered or disposed of.
 19.2
    
    Expenses
 (a)
    
    Subject to clause 19.2(b) below, the Operator must charge the expenses of any
relinquishment, surrender or other disposal to the Joint Account.(b)
    
    The transferee must pay all expenses of and incidental to any transfer in
accordance with clause 19.1 (including legal expenses and any duty or registration
fees).
 20.
    
    GOODS AND SERVICES TAX20.1
    
    Venturer is member of GST groupIf a Venturer is registered as part of a group of companies, references to GST which the
Venturer must pay and to input tax credits to which the Venturer is entitled include GST
which the representative member of the group of companies must pay and deductions of input
tax credits to which the representative member is entitled.20.2
    
    GST exclusive amountsAll amounts payable under or in connection with this document are exclusive of GST
unless indicated otherwise.




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##### 



20.3
    
    Payment of GST
 (a)
    
    A recipient of a taxable supply under or in connection with
this document must pay
to the supplier, in addition to the consideration for the taxable supply,
an amount
equal to any GST paid or payable by the supplier in respect of the taxable
supply.(b)
    
    The recipient must make that payment to the supplier as and
when the
consideration or part of it is provided, except that the recipient need not pay unless
the recipient has received a tax invoice (or a credit note or a debit note) for that
taxable supply.
 20.4
    
    ReimbursementsWhere a supplier incurs a cost or expense for which it may be reimbursed by,
indemnified against, claim against or set-off against another Venturer under this
document, the amount to be paid or credited is the cost or expense (reduced by the
deduction of input tax that the supplier is entitled to claim in relation to that
cost or expense) plus the amount in relation to GST payable by the recipient as
calculated under this clause.20.5
    
    Indemnities
 (a)
    
    If a release of an indemnity under or in connection with this
document gives rise to
a liability to pay GST, the indemnified amount must include that GST.(b)
    
    If a Venturer has a claim under or in connection with this
document whose amount
depends on actual or estimated revenue or which is for a loss of revenue, revenue
must be calculated without including any amount received or receivable as
reimbursement for GST (whether that amount is separate or included as part of a
larger amount).
 20.6
    
    GST returnsIf the GST Law requires the Joint Venture to register, the Operator must register
the Joint Venture under the GST Law and prepare and lodge a GST return for each
taxable period applying to the Joint Venture on the Joint Ventures behalf.20.7
    
    RegistrationThe Operator and each Venturer warrants that it is registered for GST for the
taxable activity carried on by the Joint Venture.20.8
    
    IndemnityEach Venturer must indemnify each other Venturer against, and must pay each
other Venturer on demand the amount of, all losses and liabilities incurred
by each other Venturer in connection with any failure by the indemnifying
party to comply with any requirement of this clause or the GST Law.21.
    
    FORCE MAJEURE21.1
    
    Notice and suspension of obligationsIf a party is affected, or likely to be affected, by a Force Majeure Event:
 (a)
    
    that party must immediately give the other
parties prompt notice of that fact including:
 (i)
    
    full particulars of the Force Majeure Event;




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##### 



(ii)
    
    an estimate of its likely duration;(iii)
    
    the obligations affected by it and the extent of
its effect on those obligations; and(iv)
    
    the steps taken to rectify it; and
 (b)
    
    the obligations under this document of the Venturer giving the notice are
suspended to the extent to which they are affected by the relevant Force Majeure
Event as long as the Force Majeure Event continues.
 21.2
    
    Effort to overcomeA party claiming a Force Majeure Event must use its best endeavours to remove,
overcome or minimise the effects of that Force Majeure Event as quickly as possible.
However, this does not require a party to:
 (a)
    
    settle any industrial dispute in any way it does not want to; or(b)
    
    enter into any agreement relating to the rights of Landowners on terms
not
acceptable to it for the sole purpose of removing the Force Majeure Event.
 21.3
    
    Alternative supplyDuring any period in which a party is not performing obligations because of a claimed Force
Majeure Event, the other parties may make alternative arrangements for the performance,
whether by another person or otherwise, of any obligation which the party claiming the
Force Majeure Event is not performing without incurring any Liability to that party.22.
    
    DISPUTE RESOLUTION22.1
    
    ApplicationAny dispute or difference between the Venturers arising under or in connection with the
Transaction Documents (other than the Master Purchase and Farmin Agreement), including any
dispute or difference as to the formation, validity, existence or termination of any of the
Transaction Documents (Dispute)must be resolved as set out in this clause 22.For the avoidance of uncertainty, this clause will not apply to any decisions validly made
by the Joint Venture Committee in accordance with the terms of this document22.2
    
    Notice of dispute or difference
 (a)
    
    If a Dispute arises a party must commence the process contained in this
clause for
its resolution by giving notice (Dispute Notice)to the other party. The party
sending the Dispute Notice is the Referring Party.(b)
    
    The Dispute Notice
must:
 (i)
    
    be in writing;(ii)
    
    state that it is given pursuant to this clause 22.2;(iii)
    
    include or be accompanied by reasonable
particulars of the Dispute including:
 (A)
    
    a brief description of the
circumstances in which the Dispute arose;




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##### 



(B)
    
    references to any:
 (I)
    
    provisions of the relevant document;(II)
    
    information, whether written or in any other form;
and(III)
    
    acts or omissions of any person,
 relevant to the Dispute;(C)
    
    the amount in dispute (whether
monetary or any other commodity)
and if not known, the best estimate available; and
 (iv)
    
    be given within 10 Business Days of the
Referring Party first becoming aware of the circumstances giving rise
to the Dispute.
 22.3
    
    Negotiation between Representatives
 (a)
    
    Within 10 Business Days of the Referring Party giving a
Dispute Notice, the
Representatives of the parties to the Dispute must meet to attempt to
resolve the
Dispute.(b)
    
    The meeting must take place in person. The parties are not
permitted to delegate
this function to any other person.(c)
    
    The parties to the Dispute must ensure that their
Representatives at this meeting
make a genuine effort to resolve any Dispute.(d)
    
    If, and to the extent that, the Dispute is resolved, the
Representatives of the parties
to the Dispute must immediately detail their agreement in writing. This
document
must clearly state which parts of the Dispute are resolved, and the agreed
basis for
its resolution.(e)
    
    If a written agreement is not produced pursuant to clause
22.3(d) in relation to all
or part of the Dispute within 10 Business Days after the Dispute Notice has been
given, the Dispute, or the part of the Dispute in respect of which there is no written
agreement produced, is deemed to be unresolved.
 22.4
    
    Negotiation by senior management
 (a)
    
    If, 10 Business Days after the Dispute Notice has been given:
 (i)
    
    the meeting required by clause 22.3 has not been held; or(ii)
    
    the agreement has not been recorded in
accordance with clause 22.3(d); or(iii)
    
    the Dispute (or any part of it) is otherwise unresolved,the Referring Party must give notice to the other party that it requires
the Dispute (or the parts of it that have not been resolved or have not
been recorded in accordance with clause 22.3(d)) to be referred to senior
management for resolution in accordance with clause 22.4(b).
 (b)
    
    The notice referred to in
clause 22.4(a) must:
 (i)
    
    be in writing;(ii)
    
    state that it is made pursuant to clause 22.4(a);




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##### 



(iii)
    
    annex a copy of the Dispute Notice (and any accompanying documents)
given pursuant to clause 22.2 together with any documents which the Referring Party
considers would further assist senior management in resolving the Dispute;(iv)
    
    if part of the Dispute has been resolved, annex a copy of the
document prepared pursuant to clause 22.3(d); and(v)
    
    be given no later than 5 Business Days after the Dispute Notice has been
given.
 (c)
    
    Within 20 Business Days of the Referring Party giving notice pursuant to
clause 22.4(a), senior management representatives (SMR) from each of the
parties to the Dispute (including the chief executive officer or equivalent from each
such party) must meet to attempt to resolve the Dispute. The parties are not
permitted to delegate this function to any other person.(d)
    
    The SMRs may meet more than once within the period referred to in clause 22.4(c)
to resolve any Dispute. The SMRs may meet in person, via telephone,
videoconference, internet-based instant messaging or any other means of
instantaneous communication.(e)
    
    Each party to the Dispute must ensure that their SMR:
 (i)
    
    has full authority to resolve the Dispute; and(ii)
    
    makes a genuine effort to resolve the Dispute.
 (f)
    
    The outcome of the SMR meeting must be reduced to writing and signed by the
SMR for both parties to the Dispute (SMR Outcome Document). The SMR
Outcome Document must clearly state in respect of the Dispute or any part of the
Dispute whether it is resolved or unresolved (clearly stating if the Dispute is only
partly resolved, which part is resolved, and which part remains unresolved).(g)
    
    If:
 (i)
    
    an SMR Outcome Document:
 (A)
    
    is not produced or is not produced within whichever is the
later to
occur of:
 (I)
    
    20 Business Days of the notice being
given pursuant to
clause 22.4(a); or(II)
    
    35 Business Days of the Dispute Notice being given; or
 (B)
    
    states that the Dispute (or any part of the Dispute) is unresolved;
or(C)
    
    is silent in respect of any part of the Dispute which was
unresolved
after the meeting held pursuant to clause 22.3(a); or
 (ii)
    
    the Dispute or any part of the Dispute is otherwise unresolved within
35 Business Days of the Dispute Notice being given,
 the Dispute or the relevant part of the Dispute is deemed to be unresolved and thereafter
the Dispute or the relevant part of the Dispute shall be referred to arbitration in
accordance with clause 22.5.




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##### 



22.5
    
    ArbitrationAny Dispute, or part of a Dispute that is deemed to be unresolved under clause
22.4(g) shall be resolved by arbitration in accordance with the UNCITRAL Rules
which are current as at the date on which the Dispute Notice was given. The seat of
the arbitration will be Brisbane, Australia and the language of the arbitration
will be English.22.6
    
    Continuance of performanceDespite the existence of a Dispute, the parties must continue to perform their
respective obligations under the Transaction Documents.22.7
    
    Summary or urgent reliefNothing in this clause 22 prevents a party from instituting court proceedings to
seek enforcement of any payment due under the Transaction Documents or to seek
urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.23.
    
    TERMINATION23.1
    
    TermThis document and the Joint Venture will continue until:
 (a)
    
    terminated by the agreement of all parties;(b)
    
    there is only one Venturer;(c)
    
    there are no further Objects of the Joint Venture to pursue; or(d)
    
    none of the Venturers has any further rights to develop
or produce Mineral
Products from the JV Area,
 whichever occurs first, and the activities of the Joint Venture are properly wound up.23.2
    
    Realisation of propertyIf the Joint Venture terminates in accordance with clause 23.1(a), (b), (c) or
(d), the Operator must:
 (a)
    
    (on behalf of, and as agent for, each Venturer) realise all
property (including Joint
Venture Intellectual Property) held for the purposes of this document or the
Joint
Venture or both;(b)
    
    rehabilitate the Tenements (if required);(c)
    
    complete the winding up of the Joint Venture; and(d)
    
    distribute the net proceeds of the realisation referred to in
clause 23.2(a) to each
Venturer in proportion to that Venturers Participating Interest.
 23.3
    
    Survival of claims and obligationsThe termination of this document does not affect any Liability that a party may
have at the date of termination.




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##### 



23.4
    
    Perpetuity periodDespite any other provision of this document, if any right, power, interest or
authority of any person in, over or in connection with any property (including
Joint Venture Intellectual Property) held for the purposes of this document or the
Joint Venture or both would, but for this provision, violate the rule against
perpetuities, that right, power, interest or authority (and the interest created
by it) vests absolutely in:
 (a)
    
    the then holder of it; or(b)
    
    the person with the most immediate entitlement to it (as
tenants in common if more
than one of them),
 (as the case may be), at the end of the period commencing on the date of this
document and ending on the 21st anniversary of the death of the last
lineal descendant of Her Majesty Queen Elizabeth II living at the date of this
document.24.
    
    CONFIDENTIALITYA Venturer must not disclose, and must procure that the Operator does not disclose,
any information concerning the contents of, or the transactions contemplated by,
this document to any person who is not a Venturer, except to the extent that:
 (a)
    
    the disclosure is expressly permitted by this document;(b)
    
    the other Venturers consent to the disclosure;(c)
    
    the information is already in the public domain, unless it
entered the public domain
because of a breach of confidentiality by the Venturer;(d)
    
    the disclosure is made on a confidential basis to the
Venturers or any of its
Affiliates, officers, employees, agents, financiers or professional
advisers, and is
necessary for the business of the Venturer or its Affiliates;(e)
    
    the disclosure is necessary to comply with any applicable
law, or an order of a
court or tribunal or the rules of any stock exchange;(f)
    
    the disclosure is necessary to comply with a directive or
request of any
Government Agency or stock exchange (whether or not having the force of law)
so
long as a responsible person in a similar position would comply;(g)
    
    the disclosure is necessary or desirable to obtain an
Authorisation from any
Government Agency or stock exchange;(h)
    
    the disclosure is necessary or desirable in relation to
any discovery of documents, or any proceedings before a court, tribunal, other
Government Agency or stock exchange; or(i)
    
    the disclosure is made on a confidential basis to a prospective Assignee
or
financier of the Venturers Participating Interest, or to any other person
approved by the Joint Venture Committee who:
 (i)
    
    proposes to enter into contractual relations with the Venturer;
and(ii)
    
    agrees to keep the disclosure confidential in accordance with
this clause.




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##### 



25.
    
    ENCUMBRANCES25.1
    
    Dealings requiring Venturers consentA Venturer must not create, attempt to create or permit to exist, and must ensure
that none of its related corporations creates, attempts to create or permits to
exist, any Encumbrance other than a Permitted Encumbrance over all or any of its:
 (a)
    
    rights under this document;(b)
    
    Participating interest; or(c)
    
    rights to take its Share of Production,
 without the consent of the other Venturers.
 25.2
    
    Permitted EncumbrancesA Venturer may create an Encumbrance over all (but not part) of its rights
under this document, Participating Interest or rights to take its Share of
Production if:
 (a)
    
    the amount secured by each Encumbrance is for:
 (i)
    
    financing the performance of
that Venturers obligations under this document; or(ii)
    
    risk management of forward sales of Mineral Products; or(iii)
    
    financing any other activities of the
Venturer or a related corporation of the Venturer.
 (b)
    
    each Encumbrance expressly provides that:
 (i)
    
    each Encumbrances will not seek
partition of or foreclosure of jointly owned property in which
the party granting the Encumbrance has an interest;(ii)
    
    the Cross Charge takes priority over it; and(iii)
    
    each person exercising a power of sale
or enforcing other rights arising under this document or conferred by
law or by the document creating the Encumbrance must:
 (A)
    
    comply with clauses 26.2 to
26.7 (inclusive) as if it were a party to
this document;(B)
    
    obtain the covenants required
by clause 25.3 from the purchaser
of the Participating Interest; and(C)
    
    cause that purchaser to comply with clause 26.8;
 (c)
    
    the rights of each Encumbrancee on the exercise of the
power of sale or the
enforcement of other rights conferred by law or by the document
creating the
Encumbrance are made expressly subject to this document and(d)
    
    the Encumbrance operates as a fixed charge to no greater
extent than the Cross
Charge.




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##### 



25.3
    
    Deed of covenant to be executedTo give full effect to clause 25.2, the Venturer proposing the creation of a
Permitted Encumbrance must ensure that each Encumbrancee:
 (a)
    
    executes concurrently with the execution of the document
evidencing the
Encumbrance, a deed of covenant which must be substantially in the form set
out
in Schedule 4;(b)
    
    will then be bound by this document; and(c)
    
    expressly acknowledges that its charge ranks behind the
security granted in the
Cross Charge.
 25.4
    
    Notice of proposed Permitted EncumbranceA party proposing the creation of a Permitted Encumbrance must give:
 (a)
    
    at least 15 Business Days notice of its intention to create that Encumbrance;
and(b)
    
    a copy of the instrument intended to create that Encumbrance
(including the name
and address of the proposed Encumbrancee),
 to all other Venturers, and Encumbrancees of which that party has notice.
 25.5
    
    Objection to proposed Permitted EncumbranceA Venturer may object to the form of a proposed Permitted Encumbrance within 10
Business Days after receipt of the notice referred to in clause 25.4(a) if that
proposed Permitted Encumbrance does not comply with clauses 25.1 to 25.4. The form
of a proposed Permitted Encumbrance will be treated as complying with those clauses
if an objection to it is not received in accordance with this subclause.25.6
    
    Set off by Venturer purchasing under EncumbranceEach Venturer (other than a Defaulting Venturer) that purchases all or part of a
Participating Interest sold by or on behalf of an Encumbrancee may without notice
to the Encumbrancee or the Defaulting Venturer combine any account that the
Encumbrancee holds with that Venturer with, or set off any amount that is or may
become owing by that Venturer to the Encumbrancee against any amount owing by the
Defaulting Venturer to that Venturer under this document if the amount owing by the
Defaulting Venturer is referrable to the Participating Interest purchased. For this
purpose that Venturer may:
 (a)
    
    change the terms (including the repayment date) of any
account or other payment
obligation between the Venturers;(b)
    
    convert amounts into different currencies in accordance with
that Venturers usual
practice; and(c)
    
    do anything (including execute any document) in the name of
the Encumbrancee
which that Venturer considers necessary or desirable.
 This subclause overrides any other document or agreement to the contrary.25.7
    
    Application of surplusExcept to the extent of the set off referred to in clause 25.6, the Encumbrancee
must apply the sale proceeds in accordance with clause 17.2, but any surplus to
which clause 17.2(d) would, except for this clause, apply must be applied in the
following order




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##### 



(a)
    
    first in payment of the Encumbrancees expenses of sale;(b)
    
    then in payment to discharge the encumbering Venturers obligations to
the
Encumbrancee; and(c)
    
    then in payment to the encumbering Venturer.
 25.8
    
    Encumbrancees rightsAn Encumbrancee that becomes a mortgagee in possession, or becomes or appoints a receiver,
of a Venturers Participating Interest, and notifies the Operator of that fact, is entitled
to:
 (a)
    
    receive all statements, notices and reports that a Venturer is entitled to
receive;
and(b)
    
    appoint and remove a representative on the Joint Venture Committee in place
of
the representative of that Venturer,
 as if it were that Venturer.26.
    
    ASSIGNMENT AND AMENDMENT26.1
    
    Assignment to related corporationsSubject to clause 26.3, a Venturer may Assign all or part of its Participating Interest to
any related corporation if:
 (a)
    
    that related corporation agrees in writing with the other Venturers to
reassign the
Participating Interest to the Assignor if for any reason the Assignee ceases to be
a
related corporation of the Assignor;(b)
    
    the Assignor agrees with the other Venturers to accept the reassignment; and(c)
    
    the Assignment does not result in any person having a Participating Interest
of less
than that permitted in accordance with clause 15.3.
 26.2
    
    Assignment to othersSubject to clause 26.3, a Venturer may also Assign all or part of its Participating
Interest (Assignment Interest)to any person at the price and on the terms of a bona
fide offer if that offer is in writing:
 (a)
    
    relates only to the Assignment Interest and on the basis that acceptance must
be
for all of the Assignment Interest offered;(b)
    
    is for cash and not for any other consideration;(c)
    
    is subject to the condition precedent that all necessary Authorisations
from
Government Agencies will be obtained;(d)
    
    would not result, if accepted, in any person having a Participating Interest
of less
than that permitted in accordance with clause 15.3; and(e)
    
    is not accepted by a Continuing Venturer within the time prescribed for
acceptance
by a Continuing Venturer by clause 26.7.




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##### 



26.3
    
    Restrictions on Venturers entitlement to AssignDespite clauses 26.1 and 26.2, a Venturer must not Assign all or any part of its
Participating Interest or any of its rights under the Transaction Documents until on and
after the Farmin Completion Date.26.4
    
    Notice of offerIf a Venturer proposes to accept an offer in accordance with
clause 26.2 that Venturer:
 (a)
    
    if it is a Founding Venturer, must notify only the other Founding Venturer
(and not
any other Continuing Venturer); or(b)
    
    if it is not a Founding Venturer or if it is a Founding Venturer but clause
26.6(b)
applies, it must notify all the Continuing Venturers (including, as applicable, the
other Founding Venturer),
 of an offer referred to in clause 26.2 that it wishes to accept.The notice must set out full details of the offer (including the consideration and the name
and address of the offeror), and a copy of the offer documents must be attached to the
notice.26.5
    
    Offer to Founding VenturerIf:
 (a)
    
    clause 26.4(a) applies, the notice given under that clause constitutes an
offer by
the Selling Venturer to sell the Assignment Interest to the other Founding Venturer
at the price and subject to the terms of the offer referred to in clause 26.2, and
is
open for acceptance for a period of 60 Business Days after the date the notice
under clause 26.4(a) is given;(b)
    
    the Founding Venturer referred to in paragraph 26.5(a) does not accept that
offer
in relation to all the Assignment Interest offered by notice within the period
specified in clause 26.5(a), then the Selling Venturer must give notice of the offer
referred to in clause 26.2 in accordance with clause 26.4(b).
 26.6
    
    Notice constitutes offerIf:
 (a)
    
    a Selling Venturer gives notice under clause 26.4(b) or clause 26.5(b), that
notice
constitutes an offer by the Selling Venturer to sell the Assignment Interest to the
Continuing Venturers at the price and subject to the terms of the offer referred to
in
clause 26.2;(b)
    
    there is more than one Continuing Venturer, the Selling Venturer must offer
the
Assignment Interest to each Continuing Venturer on the basis that acceptance
must be for all of the Assignment Interest except in accordance with clause
26.6(c); and(c)
    
    more than one Continuing Venturer accepts the offer, they will purchase all
the
Assignment Interest offered in the proportions that their respective Participating
Interests bear to each other (or in any other proportions they agree).
 26.7
    
    Duration of offerA Selling Venturer can accept an offer referred to in clause 26.2 within 60 Business Days
of the date of the offer if a Continuing Venturer does not or if the Continuing Venturers
do




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##### 



not accept the offer made in accordance with clause 26.6 in relation to all the
Assignment Interest offered by notice within 30 Business Days after a notice under
clause 26.4(b) or clause 26.5(b) was given.26.8
    
    Conditions of AssignmentAn Assignment in accordance with this clause to a person who is not a
Continuing Venturer is conditional on:
 (a)
    
    the Assignee entering into a deed substantially in the form set out in Schedule
6;(b)
    
    unless the Assignee has already given a Cross Charge under
clause 11.1, the
Assignee:
 (i)
    
    executing and giving all Continuing Venturers a Cross Charge;(ii)
    
    ensuring that the Cross Charge is
registered (and not just provisionally) under the Companies Act;(iii)
    
    ensuring that the Cross Charge is
registered in any other places which a Continuing Venturer notifies to
the Assignee if any Continuing Venturer is reasonably satisfied that
registration is necessary or desirable to perfect the Cross Charge or
to protect the rights of any Continuing Venturer under the Cross
Charge;(iv)
    
    obtaining all necessary Authorisations
in relation to the Cross Charge and lodging them for registration in
each jurisdiction required to perfect the Cross Charge;(v)
    
    ensuring that the Cross Charge is
stamped for the proper amount in each jurisdiction in which the cross
charge is required to be stamped; and(vi)
    
    doing everything necessary in each
jurisdiction required to perfect the Cross Charge;
 (c)
    
    obtaining the consent of all Continuing Venturers (not to be
unreasonably withheld
or delayed); and(d)
    
    the Assignment being to a person who is, in each
Continuing Venturers
reasonable opinion, financially responsible and technically competent.
 26.9
    
    ExceptionsClauses 26.1 to 26.8 do not apply to Assignments:
 (a)
    
    constituted in an Encumbrance created in accordance with
clauses 25.1 and 25.2;
or(b)
    
    made in accordance with clause 17.5(e).
 26.10
    
    AmendmentThis document can only be amended, supplemented, replaced or novated by another
document signed by the Venturers.




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##### 



27.
    
    NOTICES27.1
    
    How to give a noticeA notice, consent or other communication under this document is only effective if
it is:
 (a)
    
    in writing, signed by or on behalf of the person giving it;(b)
    
    addressed to the person to whom it is to be given; and(c)
    
    either:
 (i)
    
    delivered or sent by pre-paid mail (by
airmail, if the addressee is overseas) to that persons address; or(ii)
    
    sent by fax to that persons fax
number and the machine from which it is sent produces a report that
states that it was sent in full.
 27.2
    
    When a notice is givenA notice, consent or other communication that complies with this clause is regarded
as given and received:
 (a)
    
    if it is delivered or sent by fax:
 (i)
    
    by 5.00 pm (local time in the place
of receipt) on a Business Day  on that day; or(ii)
    
    after 5.00 pm (local time in the place
of receipt) on a Business Day, or on a day that is not a Business Day
  on the next Business Day; and
 (b)
    
    if it is sent by mail:
 (i)
    
    within Papua New Guinea  3 Business Days after posting; or(ii)
    
    to or from a place outside Papua New
Guinea  7 Business Days after posting.
 27.3
    
    Address for noticesA persons address and fax number are those set out below, or as the person
notifies the sender:
 MCGAddress:
    
    Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company SecretaryNewcrestAddress:
    
    Level 9, 600 St Kilda Road, Melbourne, Victoria, AustraliaFax number:
    
    +61 3 9521 3564Attention:
    
    Bernard LaveryOperatorAddress:
    
    Level 2,189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company Secretary




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##### 



28.
    
    GENERAL28.1
    
    Governing law
 (a)
    
    This document is governed by the law in force in Papua New
Guinea.(b)
    
    Each Venturer submits to the non-exclusive jurisdiction of
the courts exercising
jurisdiction in Papua New Guinea, and any court that may hear appeals from
any
of those courts, for any proceedings in connection with this document, and
waives
any right it might have to claim that those courts are an inconvenient
forum.(c)
    
    To the extent that any of the Venturers has or in the future
acquires any immunity
from the jurisdiction of any court or from any legal process (whether through suit,
service of notice, attachment before judgment, attachment in aid of execution, any
other enforcement or otherwise) with respect to itself or its property, each Venturer
irrevocably waives that immunity in respect of its obligations under this document
or otherwise in respect of the joint venture.
 28.2
    
    Expenses and Stamp DutyEach Venturer must bear its own costs arising out of the negotiation, preparation
and execution of this document. All stamp duty (including fines, penalties and
interest) and other taxes and charges that may be payable on or in connection with
the transfer of any Participating Interest in the Joint Venture must be borne by
the transferor of the Participating Interest.28.3
    
    Giving effect to this documentEach Venturer must do anything (including execute any transfer or other document in
blank), and must ensure that its employees and agents do anything (including
execute any transfer or other document in blank), that any other Venturer may
reasonably require to:
 (a)
    
    give full effect to this document; and(b)
    
    better secure the payment of all Called Sums and amounts due
and payable to
each Venturer under this document.
 28.4
    
    Waiver of rights.
    A right may only be waived in writing, signed by the party giving the waiver, and:
 (a)
    
    no other conduct of a party (including a failure to exercise,
or delay in exercising,
the right) operates as a waiver of the right or otherwise prevents the
exercise of
the right;(b)
    
    a waiver of a right on one or more occasions does not operate
as a waiver of that
right if it arises again; and(c)
    
    the exercise of a right does not prevent any further exercise
of that right or of any
other right.
 28.5
    
    Operation of this document
 .
    (a)
    
    This document and the Transaction Documents contain the
entire agreement between the Venturers about its subject matter. Any previous
understanding, agreement, representation or warranty relating to that subject
matter is replaced by this document and has no further effect.




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##### 



(b)
    
    Any right or remedy that a person may have under this
document is in addition to,
and does not replace or limit, any other right or remedy that the person may
have.(c)
    
    Any provision of this document which is unenforceable or
partly unenforceable is,
where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this
document.(d)
    
    Without limiting clause 28.5(a) to (c), clauses 1
(Interpretation), 4.3 (Venturers
liability), 8 (Intellectual Property and Information), 10 (Rehabilitation), 23.3
(Survival of claims and obligations), 24 (Confidentiality), and this clause 28
(General) remain in full force and continue to bind each Venturer despite any
transaction or other thing (including the expiry or termination of this document or a
Venturer ceasing to be a Venturer).
 28.6
    
    Operation of Indemnities
 (a)
    
    Each indemnity in this document survives the expiry or
termination of this
document.(b)
    
    A person may recover a payment under an indemnity in this
document before it
makes the payment in respect of which the indemnity is given.
 28.7
    
    ConsentsWhere this document contemplates that the Venturer may agree or consent to
something (however it is described), the Venturer may:
 (a)
    
    agree or consent, or not agree or consent, in its absolute discretion; and(b)
    
    agree or consent subject to conditions,
 unless this document expressly contemplates otherwise.
 28.8
    
    StatementsA statement by an authorised representative of a Venturer on any matter relating to
this document (including any amount owing by the Venturer) is evidence of its
contents.28.9
    
    No mergerNothing in this document merges with any other Security Interest or any
guarantee, judgment or other right or remedy, that a Venturer may hold at any
time.28.10
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a Venturer, or the
exercise by a Venturer of a right or remedy, under or relating to this
document is excluded to the full extent permitted by law.28.11
    
    Inconsistencies
 (a)
    
    If this document is inconsistent with any other document or
agreement between
the Venturers, this document prevails to the extent of the inconsistency,
unless the
inconsistency is with the Master Purchase and Farmin Agreement in which
case
the Master Purchase and Farmin Agreement prevails to the extent of the
inconsistency.(b)
    
    If a schedule or annexure to this document is inconsistent
with any provision of this
document the provision prevails to the extent of the inconsistency.




---



##### 



28.12
    
    CounterpartsThis document may be executed in counterparts.28.13
    
    AttorneysEach person who executes this document on behalf of a Venturer under a power of
attorney declares that he or she is not aware of any fact or circumstance that
might affect his or her authority to do so under that power of attorney.




---



##### 



Schedule 1
 JOINT VENTURE PROPERTY
  A.
    
    Hidden Valley Tenements
 Tenement No.
    
    TitleML 151
    
    Hidden ValleyLMP 80
    
    Repeater TowerME 82
    
    Access Road
 B.
    
    Plant, equipment and other property
 Item
    
    DescriptionMotor VehiclesCHVP081
    
    Toyota 10
Seater TroCHVP200
    
    TOYOTA LANDCRUISER UCHVP201
    
    TOYOTA LANDCRUISER PCHVP202
    
    TOYOTA
LANDCRUISER P/CHVP203
    
    TOYOTA LANDCRUISER P/CHVP204
    
    TOYOTA LANDCRUISER P/CHVP205
    
    TOYOTA LANDCRUISER P/CHVP206
    
    TOYOTA LANDCRUISER P/CHVP207
    
    TOYOTA LANDCRUISER P/CHVP208
    
    TOYOTA LANDCRUISER PCHVP209
    
    TOYOTA LANDCRUISER P/CHVP210
    
    TOYOTA LANDCRUISER P/CHVP211
    
    TOYOTA LANDCRUISER P/CHVP212
    
    TOYOTA LANDCRUISER P/CHVP213
    
    TOYOTA LANDCRUISER P/CHVP214
    
    TOYOTA LANDCRUISER PCHVP215
    
    TOYOTA LANDCRUISER P/




---



##### 



Item
    
    DescriptionCHVP216
    
    TOYOTA LANDCRUISER P/CHVP217
    
    TOYOTA LANDCRUISER P/CHVP225
    
    TOYOTA LANDCRUISER UCHVP226
    
    TOYOTA LANDCRUISER UCHVP227
    
    TOYOTA LANDCRUISER UCHVP228
    
    TOYOTA LANDCRUISER UCHVP229
    
    TOYOTA LANDCRUISER UCHVP230
    
    TOYOTA LANDCRUISER UCHVP231
    
    TOYOTA LANDCRUISER UCHVP232
    
    TOYOTA LANDCRUISER UCHVP233
    
    TOYOTA LANDCRUISER UCHVP234
    
    TOYOTA LANDCRUISER UCHVP235
    
    TOYOTA LANDCRUISER UCHVP236
    
    TOYOTA LANDCRUISER UCHVP237
    
    TOYOTA LANDCRUISER UCHVP250
    
    HINO GT1JHPA 4X4 6.0Office EquipmentCHVP048
    
    COMMUNICATIONS UPGRACHVP158
    
    HP LASERJET 4350N PRCHVP159
    
    LATITUDE D620 LAPTOPCHVP244
    
    MULTI FUNCTION PRINTCHVP519
    
    HAMS SERVER, HIDDENCHVP522
    
    COMBO PRINTER/SCANNECHVP135
    
    COMPUTERS FOR TECHNICHVP136
    
    SURPAC FOR TECHNICALCHVP176
    
    WHITTLE LICENSE FORCHVP179
    
    GEOTECHNICAL SOFTWARCHVP106
    
    Dell laptop for LogiCHVP107
    

2xAO-745SF
 Dell




---



##### 



Item
    
    DescriptionCHVP530
    
    DELL LATITUDE D630 LCHVP080
    
    LEICA GS20 DIFFERENTCHVP095
    
    COMPUTERS FOR ACCESSCHVP098
    
    CANON IMAGE CLASS MFCHVP101
    
    5 X LAPTOPS FOR PROJCHVP249
    
    GPS AND LASER SURVEYCHVP300
    
    HIDDEN VALLEY MININGCHVP520
    
    LAPTOP REPLACEMENTPlant/Machinery& Equipment10129
    
    MINOLTA SLR CAMERA10130
    
    MINOLTA SLR CAMERAC032
    
    POWERMATE WATER PUMPC067
    
    3xSOLAR
PANELS  MTC094
    
    CURRENT METER AND ACCHVP049
    
    PRIMAVERA PROJECT PLCHVP050
    
    ENVIRONMENT OFFICE UCHVP057
    
    Range Gas 6
Burner OCHVP078
    
    CLOTHES WASHING MACHCHVP093
    
    DISHWASHERCHVP099
    
    SIMPSON 36S550 W/MACCHVP100
    
    2 PAD DEEP FRYER MODCHVP103
    
    REFRIGERATOR  ENVIRCHVP104
    
    GM HOUSE UPGRADECHVP108
    
    2 Freezer and 2 chilCHVP133
    
    FG Wilson GeneratorCHVP141
    
    HV
LAUNDRR  3 ONLYCHVP241
    
    SATELLITE DISHES FORCHVP501
    
    HAMATA CAMP WATER PUHVSAT
    
    HIDDEN VALLEY VSAT




---



##### 



Item
    
    DescriptionCHVP134
    
    BAIN MARIE FOR ACCESCHVP164
    
    TRAFFIC
RADAR  ASSECHVP165
    
    FIT FOR WORK KITS CHVP539
    
    5 KVA GENSET FOR BOOCHVP182
    
    GEOTECHNICAL EQUIPMECHVP183
    
    PRISMS FOR GEOTECHNICHVP184
    
    GEOTECHNICAL EQUIPMECHVP092
    
    26 SEA CONTAINERSCHVP188
    
    8 SHIPPING CONTAINERCHVP243
    
    28 SHIPPING CONTAINECHVP166
    
    LAPTOP FOR MOBILE MA45COMMS
    
    COMMUNICATIONS HIDDEC099
    
    STIHL 0 70 CHAINSAWC103
    
    STUBBIE CORE SAW-TCHVP026
    
    SURVEY EQUIPMENTSCHVP027
    
    RADIOSCHVP028
    
    LIGHTING SETUPCHVP029
    
    FUEL SETUPCHVP033
    
    Hidden Valley ContaiCHVP046
    
    GPS SYSTEMCHVP052
    
    W-450-1 BUCKETCHVP053
    
    350 LT CEMENT MIXTURCHVP054
    
    LINCOLN WELDERCHVP079
    
    SIMULATOR
 MINING ECHVP091
    
    6X THROAT OPERATED CCHVP094
    
    ROCK GRAPPLE AND QUICHVP102
    
    15 KW GENSET ELECTRICHVP140
    
    SURVEY EQUIPMENTCHVP167
    
    AUTO WEATHER STN (AW




---



##### 



Item
    
    DescriptionCHVP180
    
    2 X DIESEL POWERED FCHVP185
    
    SURVEY EQUIPMENT FORCHVP187
    
    MINING SOFTWARE REQUCHVP367
    
    2 X
CHAINSAWS, 36BCHVP518
    
    DIESEL POWERED WATERProperty, Plant & EquipmentCHVP001
    
    KOMATSU
PC400  EXC.CHVP002
    
    KOMATSU
PC400  EXCCHVP003
    
    KOMATSU PC400  EXCACHVP004
    
    PC400 KOMATSU EXCAVACHVP005
    
    KOMATSU PC300  EXCACHVP006
    
    KOMATSU PC200  EXCACHVP007
    
    KOMATSU PC200  EXCACHVP008
    
    KOMATSU D65EX BULDOZCHVP009
    
    KOMATSU D85 BULDOZERCHVP010
    
    KOMATSU D85 BULDOZERCHVP011
    
    KOMATSU D155 BULDOZECHVP012
    
    KOMATSU D155 BULDOZECHVP013
    
    KOMATSU D275 BULDOZECHVP014
    
    KOMATSU HM300 DUMP TCHVP015
    
    KOMATSU HM300 DUMP TCHVP016
    
    KOMATSU HM300 DUMP TCHVP017
    
    KOMATSU HM300 DUMP TCHVP018
    
    KOMATSU HM300 DUMP TCHVP019
    
    KOMATSU HM300 DUMP TCHVP020
    
    KOMATSU HM300 DUMP TCHVP021
    
    KOMATSU WA450  WHEECHVP022
    
    KOMATSU GD655  MOTOCHVP023
    
    JQ 1175 JAW CRUSHER




---



##### 



Item
    
    DescriptionCHVP024
    
    SD100-DC DRUM ROLLERCHVP025
    
    SD100-DC DRUM ROLLERCHVP034
    
    TOYOTA L/C P/CARRIERCHVP035
    
    TOYOTA L/C P/CARRIERCHVP036
    
    TOYOTA L/C P/CARRIERCHVP037
    
    TOYOTA L/C P/CARRIERCHVP038
    
    TOYOTA L/C P/CARRIERCHVP039
    
    TOYOTA L/C
PICKUP 5SCHVP040
    
    TOYOTA L/C P/CARRIERCHVP042
    
    AL-D610 
DELL LATITCHVP045
    
    KOMATSU GD655-3A MOTCHVP084
    
    KOMATSU TRACKED DOZECHVP085
    
    KOMATSU EXCAVATOR, PCHVP086
    
    INGERSOLL RAND SURFACHVP087
    
    KOMATSU ARTICULATEDCHVP088
    
    KOMATSU ARTICULATEDCHVP090
    
    KOMATSU EXCAVATOR, PCHVP111
    
    KOMATSU D155a CRAWLECHVP112
    
    KOMATSU EXCAVATOR, PCHVP113
    
    KOMATSU EXCAVATOR, PCHVP114
    
    KOMATSU EXCAVATOR, PCHVP115
    
    KOMATSU EXCAVATOR, PCHVP116
    
    KOMATSU ARTICULATEDCHVP117
    
    KOMATSU ARTICULATEDCHVP118
    
    KOMATSU ARTICULATEDCHVP119
    
    KOMATSU ARTICULATEDCHVP120
    
    KOMATSU ARTICULATEDCHVP121
    
    KOMATSU ARTICULATEDCHVP109
    
    KOMATSU TRACKED DOZE




---



##### 



Item
    
    
    DescriptionCHVP110
    
    
    KOMATSU TRACKED DOZECHVP125
    
    
    KOMATSU EXCAVATOR, PCHVP126
    
    
    KOMATSU EXCAVATOR, PCHVP127
    
    
    KOMATSU TRACKED DOZECHVP128
    
    
    KOMATSU TRACKED DOZECHVP129
    
    
    KOMATSU TRACKED DOZECHVP130
    
    
    KOMATSU ARTICULATEDCHVP131
    
    
    KOMATSU ARTICULATEDCHVP132
    
    
    KOMATSU ARTICULATED
 B.
    
    Hidden Valley Contracts Schedule
 DataroomReference
    
    Description
    
    Entity
    
    Third Party01.05.007
    
    Morobe  Power
Supply Agreement
    
    MCG
    
    PNG Power Ltd01.05.008
    
    Power Supply
Agreement
    
    MCG
    
    PNG Power Ltd12.01.05.002
    
    Deed of Charge June
1997
    
    MCG
    
    Rio Tinto Limited12.01.05.003
    
    Financing of Mining
Fleet for the
Hidden Valley
Project
    
    MCG
    
    ANZ
Harmony Gold
Australia Limited12.01.05.007
    
    ISDA 2002 Master
Agreement
(Schedule)
    
    MCG
    
    Mitsui & Co Precious
Metals Inc12.01.05.008
    
    Letter of Guarantee
    
    MCG
    
    Mistui & Co Precious
Metals Inc12.01.05.009
    
    Letter  Australian
Goldfields NL
(Administrators
Appointed) Morobe
Goldfield
    
    MCG
    
    Australian Gold
Fields NL
Commonwealth
Development
Corporation
Aurora Gold Ltd12.01.05.010
    
    Deed of Termination
and Release related
to the Wau Sale
Agreement
    
    MCG
    
    Goldfields PNG
Mining Limited
Goldfields Porgera
Limited




---



##### 



DataroomReference
    
    Description
    
    Entity
    
    Third PartyAustralian Goldfields NL12.01.05.011
    
    Deed of Termination
and Release
    
    MCG
    
    Goldfields PNG Mining
Limited
Australian Gold Fields NL12.01.05.013
(12.03.05.012)
(12.03.05.013)
    
    Deed of Release and
Indemnity
    
    MCG
    
    CDC Financial Services
(Mauritius) Ltd
Kula Fund Limited
CDC Group pic
Aurora Gold Ltd
Aurora Gold PNG Pty
Limited12.01.05.014
(12.03.05.014)
(12.03.05.017)
    
    Deed of Accession
and Adherence6
December 1999
    
    MCG
    
    Aurora Gold Ltd
Aurora Gold PNG Pty
Limited12.01.05.015
    
    Notice of
Assignment 17
December 1999
    
    MCG
    
    CDC Financial Services
(Mauritius) Ltd
Kula Fund Limited12.01.05.016
(12.03.05.006)
    
    Deed of Assignment
    
    MCG
    
    CDC Financial Services
(Mauritius) Ltd
Aurora Gold PNG Pty
Limited
Kula Fund Limited12.01.05.018
    
    Letter  Acceptance
of Exchange Control
Conditions
    
    MCG
    
    Exchange Control
Department, Bank of
Papua New Guinea12.01.05.019
    
    Master Lease
Facility Agreement
    
    MCG
    
    Westpac Bank PNG Limited12.01.05.020
    
    Letter 
Confirmation of
Financial Support
to Hidden Valley
Project
    
    MCG
    
    Harmony Gold Mining
Company Limited12.01.05.021
    
    Letter  Master
Lease Agreement
    
    MCG
    
    Westpac Bank PNG Limited12.01.05.022
    
    Terms and Conditions
    
    MCG
    
    Westpac Bank PNG Limited
UMW Nuigini Limited12.01.07.002
    
    Catering, General
Maintenance and
Cleaning Services
Agreement
    
    MCG
    
    NCS (Hidden Valley)
Limited




---



##### 



DataroomReference
    
    Description
    
    Entity
    
    Third Party12.01.07.003
    
    Supply of Office
Cleaning Maintenance
Services
    
    MCG
    
    Pro-Clean Limited12.01.07.005
    
    Customer Agreement
    
    MCG
    
    Telikom PNG Limited12.01.05.029
    
    Deed of Guarantee
and Indemnity
    
    MCG
    
    Harmony Gold Mining
Company Limited
Orica Australia Pty Ltd12.01.06.007
    
    Agreement for the
Provision of
Personal Protective
Equipment
    
    MCG 
Wafi
    
    Bishop Brothers
Engineering Pty Ltd12.01.07.010
    
    Supply of Domestic
and International
Air Travel and
Accommodation
Services
    
    Wafi 
HGA
    
    Corporate Travel
Management
Harmony Gold (PNG
Services) Pty Limited

Harmony Gold
Operations Ltd12.01.07.011
    
    Agreement for the Provision of Light
Vehicle Tyres
    
    MCG
    
    Bridgestone Tyres (PNG) Ltd12.01.07.012
    
    Bus Services 
Variation of Contract
    
    MCG
    
    NKW Holdings Limited12.01.07.013
    
    Invitation to Become
an Approved Service
Provider
HT1003  Contract for
Supply of Bus
Service Between
Hidden Valley and
Lae
    
    MCG
    
    NKW Holdings Limited12.01.07.014
    
    Award for Workwear  Morobe and Wafi
    
    MCG 
Wafi
    
    FRG Clothing Ltd12.01.07.015
    
    Invitation to Become
an Approved Service
Provider
HT1008  Storage and
Maintenance of
Generators
    
    MCG
    
    Hastings Deering Pty
Ltd12.01.07.016
    
    Invitation to Become
an Approved Service
Provider
HT1010  Revegetation
of Access Road
    
    MCG
    
    NKW Holdings Limited12.01.07.018
    
    Contract for Construction
Management Services
    
    MCG
    
    Ausenco International
Pty Ltd12.01.07.019
    
    Contract for
    
    MCG
    
    Ausenco International




---



##### 



DataroomReference
    
    Description
    
    Entity
    
    Third PartyEngineering,
Procurement and
Management Services
 Gold Plant
    
    
    
    Pty Ltd12.01.07.020
    
    Maintenance of Mining
and Construction
Equipment.
    
    MCG
    
    UMW Nuigini limited12.01.07.021
    
    Customer Support
Agreement
    
    MCG
    
    Immersive Technologies
Pty Ltd12.01.07.022
    
    Invitation to become
an Approved Service
Provider  Labour
Hire
    
    MCG
    
    NKW Holdings Ltd12.01.07.023
    
    Invitation to Become
an Approved Service
Provider
HT1078  Supply of
Medical Services
    
    MCG
    
    JTA Corporate Pty Ltd12.01.07.026
    
    Award of HT1017 
Fuel and Lubricants
Contract Including
Disposal of Waste Oil
if Required
    
    MCG
    
    Interoil Products Limited12.01.07.027
    
    Buloio Airport Licence
    
    MCG
    
    PNG Forest Productions
Limited12.01.07.028
    
    Air Charter Award
    
    MCG 
Wafi
    
    Airlines PNG12.01.07.029
    
    Catering and General
Maintenance Contract
for the Morobe
Compound and offices
of Wau
    
    MCG
    
    NKW Holdings Limited12.01.07.03
    
    Sodium Cyanide Supply
Agreement
    
    MCG
    
    Orica Australia Pty Ltd12.01.07.030
    
    Award for HT1097
Hidden Valley Sample
Prep Facility & Grade
Control Assays
    
    MCG
    
    ITS PNG Ltd12.01.10.002
(12.03.10.006)
    
    Share Sale
Agreement
    
    MCG
    
    Pacific Minerals Pty
Limited
CRA Limited
CRA Exploration Pty
Limited
Australian Gold Fields NL




---



##### 



DataroomReference
    
    Description
    
    Entity
    
    Third Party12.01.10.003
    
    Wau Sale Agreement
    
    MCG
    
    Goldfields PNG Mining
Pty Limited
Goldfields Porgera Pty
Limited
Australian Gold Fields
NL12.01.10.004
(12.03.10.008)
(12.03.10.010)
    
    Shareholders
Agreement
    
    MCG
    
    Commonwealth
Development
Corporation
Aurora Gold Ltd
Aurora Gold PNG Pty
Limited12.01.10.006
    
    Formal Instrument
of Agreement
    
    MCG Wafi
    
    Richard Jackson12.01.10.007
    
    Agreement to Engage
Firm for Tax
Services
    
    MCG Wafi
    
    PriceWaterhouseCoopers12.02.10.002
(12.02.10.032)
(12.04.10.001)
    
    Share Sale Agreement
    
    Wafi
    
    Rio Tinto Minerals
(PNG) Limited 
Rio Tinto Exploration
Pty Limited12.02.10.004
(12.02.10.031)
(12.04.10.002)
    
    Wafi Share Sale
Agreement and
Consent Deed
    
    Wafi
    
    Rio Tinto Minerals
(PNG) Limited 
Rio Tinto Exploration
Pty LimitedAbelle Limited12.01.10.016
    
    Compensation
Agreement (Review)
    
    Wafi
    
    Rio Tinto Pty Ltd12.01.10.016
    
    Compensation
Agreement for the
Hidden Valley Project
    
    MCG
    
    The Landowners of
Mining Easement No. 8212.01.10.016
    
    Compensation
Agreement
    
    MCG
    
    The Landowners of the
Project Tenements
Mining Lease No. 151
and the Lease for
Mining Purposes No. 8012.01.10.016
    
    Environment
Compensation
Agreement
    
    MCG
    
    Landowner Leaders of
Nauti, Pararamanga,
Manki and Biangai
Villages




---



##### 



DataroomReference
    
    Description
    
    Entity
    
    Third Party12.01.10.016
    
    Memorandum of
Agreement
    
    MCG
    
    The Independent State
of Papua New GuineaThe Morobe Provincial
GovernmentThe Nakuwi Association
IncThe Wau Rural Local
Level GovernmentThe Watut Rural Local
Level GovernmentThe Wau Bulolo Urban
Local Level Government12.01.10.018
    
    Memorandum of
Understanding and
Agreement on
Projects for Hidden
Valley Landowners
January 1997
    
    
    
    The Morobe
Administration 
Hidden Valley Gold
Landowners 
CRA Minerals (PNG) Pty
Limited12.01.10.024
    
    Mutual
Non-Disclosure and
Non-Circumvention
Agreement 14
February 2006
    
    MCG
    
    EPac-Acron Pty Ltd12.02.10.017
(12.01.18.003
)
    
    Corporate Advisory
Role  PNG
Royalties
    
    Wafi MCG
    
    Standard Bank Plc12.01.10.034
    
    Supply of Mining
Equipment  Hidden
Valley Project
    
    MCG
    
    UMW Nuigini Limited12.02.10.024
(12.03.07.001)
    
    Logistic Services
Agreement
    
    MCG
Wafi
    
    Toll North Pty Ltd12.01.10.036
    
    Co-Siting &
Distribution
Agreement
    
    MCG
    
    Security Systems Ltd12.01.10.037
    
    Deed of Termination
and Release of
Charge upon MCG
    
    MCG
    
    Rio Tinto Limited12.01.10.040
    
    Co-Siting and
Distribution
Agreement
    
    MCG
    
    Telikom PNG Limited12.01.10.042
    
    Agreement for the
Transportation of
Dry Goods and
General Commodities
    
    MCG
    
    Pagini Transport Limited




---



##### 



DataroomReference
    
    Description
    
    Entity
    
    Third Party12.01.10.043
    
    Agreement for the
Provision of
Security Services
    
    MCG
    
    Kuima Security
Services Limited12.01.10.044
    
    Agreement to use
Aggregate Hopper
    
    MCG
    
    Morobe Concrete
Productions Ltd12.01.10.045
    
    Contract Variation
-Dyno Nobel Asia
Limited
    
    MCG
    
    Dyno Nobel Asia
Pacific Limited12.01.10.047
    
    Award for HT1080
Hidden Valley Gold
Project Road
Maintenance
    
    MCG
    
    HBS Machinery Ltd
NKW JV trading as
Hidden Valley
Contractors Limited12.01.10.048
    
    Consulting Services
Agreement
    
    MCG
    
    ProMet101 Consulting
PtyLtd12.01.10.049
    
    Award for Light
Maintenance Lae
    
    MCG
    
    Highway Truck & Car
Repairs Ltd12.01.12.001
    
    Award of
Administrative
Assistance/Support
to the PNG Manager
Corporate Affairs
    
    MCG
    
    Simon Anakapu12.01.18.001
(12.03.18.001)
    
    Royalty Deed June
1997
    
    MCG
    
    Rio Tinto Limited
Pacific Minerals PtyLimited
Australian Gold
Fields NL12.01.18.002
(12.03.18.002)
    
    Royalty Deed July
1997
    
    MCG12.01.18.004
    
    Agreement of Sale
of Interest in
Royalty Deed
    
    MCG
    
    Harmony Gold Mining
Company
Rio Tinto Limited
Rio Tinto Minerals
(PNG) Limited12.01.18.005
    
    Deed of Assignment,
Assumption and
Release Royalty
Deed
    
    MCG
    
    Harmony Gold Mining
Company
Harmony Gold (PNG
Services) Pty
Limited
Rio Tinto Limited
Rio Tinto Minerals
(PNG) Limited
Abelle Limited12.01.18.006
    
    Deed of Termination
and Release
    
    MCG
    
    Goldfields PNG
Mining Limited




---



##### 



DataroomReference
    
    Description
    
    Entity
    
    Third PartyAustralian Gold
Fields NL
(Administrators
Appointed)12.01.18.007
    
    Extension to Sale
and Purchase of
Hidden Valley
Royalty
    
    MCG
    
    Rio Tinto Limited 
Rio Tinto Minerals
(PNG) Limited12.01.18.008
    
    Deed of Termination
and Release of
Charge
    
    MCG
    
    Rio Tinto Limited12.01.18.009
    
    Deed of Termination
and Release of
Charge
    
    MCG
    
    Rio Tinto Limited12.01.18.010
    
    Deed of Assignment,
Assumption Royalty
Deed
    
    MCG
    
    Rio Tinto Limited
Rio Tinto Minerals
(PNG) Limited
Harmony Gold Mining
Company Limited
Abelle Limited
Harmony Gold (PNG
Services) Pty
Limited12.01.19.001
    
    Compensation
Agreement 5 August
2005
    
    MCG
    
    The Landowners of ME
8212.01.19.002
    
    Compensation
Agreement 5 August
2005
    
    MCG
    
    The Landowners of ML
151 and LMP 8012.01.19.003
    
    Tenement Sale
Agreement
    
    MCG
    
    Yuan Otei12.01.19.004
    
    Tenement Sale
Agreement Letter
    
    MCG
    
    Yuan Otei12.01.21.003
    
    Letter of
Termination Pine
Lodge 7 February
2005
    
    MCG
    
    Jabanardi Limited12.01.21.015
    
    Contract for Sale
of Land Pine Lodge
Bulolo
    
    MCG
    
    Jabanardi Limited12.03.05.009
    
    Intercreditor
Agreement
    
    MCG
    
    HGM (lsle of Man) Pty
Ltd
Westpac Banking
Corporation
Westpac Bank PNG
Limited
Harmony Gold (PNG
Services) Pty
Limited




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##### 



DataroomReference
    
    Description
    
    Entity
    
    Third PartyHarmony Gold Mining
Company Limited12.01.21.007
    
    Agreement of Lease
    
    MCG
    
    Consort Express
Lines Limited
 C.
    
    Leased Plant and Equipment
 ITEM
    
    
    DESCRIPTIONCHVP058
    
    
    KOMATSU HAUL TRUCK,CHVP059
    
    
    KOMATSU HAUL TRUCK,CHVP060
    
    
    KOMATSU HAUL TRUCK,CHVP061
    
    
    KOMATSU HAUL TRUCK,CHVP062
    
    
    KOMATSU HAUL TRUCK,CHVP063
    
    
    KOMATSU HAUL TRUCK,CHVP064
    
    
    KOMATSU HAUL TRUCK,CHVP065
    
    
    KOMATSU HD785-7 DUMPCHVP066
    
    
    KOMATSU EXCAVATOR, PCHVP067
    
    
    KOMATSU EXCAVATOR, PCHVP068
    
    
    ATLAS COPCO ECM 720CHVP069
    
    
    ATLAS COPCO ECM 720CHVP070
    
    
    ATLAS COPCO ECM 720CHVP071
    
    
    ATLAS COPCO ECM 720CHVP072
    
    
    KOMATSU WATER TRUCK,CHVP073
    
    
    KOMATSU SERV TRUCK,CHVP074
    
    
    KOMATSU TRACKED DOZECHVP075
    
    
    KOMATSU TRACKED DOZECHVP076
    
    
    KOMATSU SURFACE GRADCHVP077
    
    
    KOMATSU SURFACE GRADCHVP143
    
    
    KOMATSU EXCAVATOR, PCHVP144
    
    
    KOMATSU HD785 DUMP TCHVP145
    
    
    KOMATSU HD785 DUMP T




---



##### 



ITEM
    
    
    DESCRIPTIONCHVP146
    
    
    KOMATSU HD785 DUMP TCHVP147
    
    
    KOMATSU HD785 DUMP TCHVP148
    
    
    KOMATSU HD785 DUMP TCHVP149
    
    
    KOMATSU HD785 DUMP TCHVP150
    
    
    KOMATSU HD785 DUMP TCHVP151
    
    
    KOMATSU D275A TRACKCHVP152
    
    
    KOMATSU GD825A MOTOR




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##### 



Schedule 2
 ACCOUNTING PROCEDURE
 1.
    
    GENERAL1.1
    
    DefinitionsThe following definitions apply in this document:Auditmeans an audit of the Joint Account and the Operator conducted in accordance
with section 2.5, and Auditormeans the registered company auditor appointed to
conduct that audit.Costhas the meaning given to that term in section 4.Joint Accountmeans the accounts maintained by the Operator in accordance with the
Joint Venture Agreement and section 2, and for the Joint Accountor to the Joint
Accountmeans for the account, expense, risk or benefit of each Venturer in
accordance with its Participating Interest.Statementmeans a statement given under clause 12.3 and section 2.2.1.2
    
    Joint Venture Agreement definitionsAny term used in this document that is not defined in this document but is defined
in the Joint Venture Agreement has the meaning given to it in the Joint Venture
Agreement unless it is specifically defined in this document.1.3
    
    Rules for interpreting this schedule
 (a)
    
    All rules for interpreting the Joint Venture Agreement apply
in interpreting this document, except where the context makes it clear that a
rule is not intended to apply.(b)
    
    All references to sectionsare references to sections in this document.(c)
    
    All references to clausesare references to
clauses in the Joint Venture Agreement.(d)
    
    If anything in this document is inconsistent with any
established accounting practice or principle prevailing in the mining industry
in Australia, Papua New Guinea and South Africa, the practice or principle
prevails to the extent of the inconsistency.
 2.
    
    FINANCIAL MATTERS2.1
    
    Joint AccountThe Operator must keep and maintain separate books of account that record all:
 (a)
    
    charges and credits made by the Operator or any Venturer
conducting operations under the Joint Venture Agreement that are chargeable to
the Venturer(b)
    
    funds received by the Operator from any Venturer; and




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##### 



(c)
    
    receipts obtained by the Operator in connection with
operations conducted under the Joint Venture Agreement.
 2.2
    
    Statements and billingsThe Operator must send a statement to each Venturer every month that includes:
 (a)
    
    the matters specified in clause 12.3; and(b)
    
    details in relation to that month concerning:
 (i)
    
    charges and credits to the Joint Account summarised by appropriate
classifications indicating the nature of those charges and credits; and(ii)
    
    any other charges and credits.
 2.3
    
    Payments by VenturersEach Venturer must pay its proportion of all expenses specified in a
Statement in accordance with the Joint Venture Agreement.2.4
    
    Adjustments
 (a)
    
    If a Venturer pays an amount specified in a Statement,
that payment does not prejudice its right to protest or question the
correctness of all or any part of the Statement.(b)
    
    A Statement sent by the Operator on any matter relating to
this document or the Joint Venture Agreement (including amounts owing) will be
conclusive unless:
 (i)
    
    an exception specified in section 2.4(c) or section 2.6(a) applies; or(ii)
    
    a Venturer:
 (A)
    
    gives the Operator notice of
its opinion within 12 months after the end of month in which
that Statement is sent; and(B)
    
    requests the Operator to make an adjustment to that Statement.
 (c)
    
    Adjustments resulting from:
 (i)
    
    a physical stocktake of Joint Venture Property in accordance with
section 7; or(ii)
    
    the discovery by a Venturer of
the Operators Wilful Misconduct or manifest error,
 are permissible.
 2.5
    
    Audits
 (a)
    
    The Joint Venture Committee must appoint an Auditor to
conduct an Audit at least once every financial year or at any other intervals
the Joint Venture Committee decides.(b)
    
    An Audit must be limited to 2 financial years of the Joint
Venture ending on the last day of the most recent complete financial year.




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##### 



(c)
    
    A Venturer may, at its own expense, cause an Audit to be
conducted by notifying the Operator at least 20 Business Days before the
commencement of the Audit.(d)
    
    If more than one Venturer requires an Audit, each Venturer
requiring the Audit must make every reasonable effort to conduct joint or
simultaneous Audits that will cause the Operator minimum inconvenience.(e)
    
    If a material discrepancy is disclosed by an Audit, the
Operator must charge the expense of that Audit to the Joint Account.
 2.6
    
    Claims
 (a)
    
    A Venturer may protest or question the correctness of, or
make a claim on the Operator for, any discrepancy or irregularity disclosed by
an Audit within 6 months after completion of that Audit.(b)
    
    An Audit will be regarded as complete when a copy of
the Auditors report is delivered to each Venturer.
 3.
    
    DEVELOPMENT AND OPERATING CHARGES3.1
    
    Charges to Joint AccountThe Operator is responsible for the payment of, and may charge the Joint Account
with, all costs incurred or to be incurred for the purpose of achieving the
Objects of the Joint Venture (including the items referred to in sections 3.2 to
3.17) if those costs:
 (a)
    
    have been or are to be incurred in accordance with an
Operating Program and a Budget; or(b)
    
    are otherwise authorised by the Joint Venture Agreement.
 3.2
    
    Tenement costs
 (a)
    
    Rentals, rates, compensation and all other costs relating to the Tenements.(b)
    
    Royalties relating to Mineral Products produced.(c)
    
    Any charge, fee, payment or other consideration payable in
relation to any Authorisation required for the purposes of the Joint Venture
Agreement or the Joint Venture or both.
 3.3
    
    Labour
 (a)
    
    Salaries and wages of employees and amounts to or on account
of consultants of a Venturer or the Operator who are directly engaged on any
Operating Program (including salaries and wages paid to employees and amounts
to or on account of consultants who are temporarily assigned to, and directly
employed in, any Operating Program.)(b)
    
    Salaries and wages of employees and amounts to or on account
of consultants of a Venturer or the Operator who the Operator uses to perform
or supervise operations under the Joint Venture Agreement and whose time is
not charged to the Joint Venture/who are not engaged in operations under the
Joint Venture Agreement full time, must be charged proportionately to the time
actually devoted to those operations.




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##### 



(c)
    
    Reasonable travelling and living expenses of employees and
consultants referred to in sections 3.3(a) and (b) when occupied with
operations under the Joint Venture Agreement away from their usual place of
employment.(d)
    
    Holiday leave, long service leave, workers compensation,
sickness and disability benefits, and other customary allowances applicable
to:
 (i)
    
    the salaries and wages chargeable under sections 3.3(a) and (b);
or(ii)
    
    the engagement of consultants in accordance with those
paragraphs.
 Those costs are to be reasonably determined by the Operator and may be
charged on a when and as accrued basis on the salaries, wages and other
amounts chargeable under paragraphs (a) and (b) and apportioned over the
period the relevant services are provided to the Joint Venture.
 (e)
    
    Costs imposed by any Government Agency that apply to the
salaries, wages and other amounts charged under paragraphs (a) and (b)
(including salaries and wages tax, fringe benefits tax and superannuation
guarantee charge).(f)
    
    All costs incurred by the Operator in the performance of its
duties under the Joint Venture Agreement that are:
 (i)
    
    of an overhead nature; and(ii)
    
    not referred to in sections 3.3(a) to (e) or section 3.4,
  3.4
    
    Employee benefits
 (a)
    
    The Operators actual cost of employees field allowances,
bonuses, travelling and living expenses, group life insurance, medical,
superannuation, retirement and other benefits of a similar nature.(b)
    
    Costs imposed by any Government Agency that apply to matters
charged under paragraph (a) (including fringe benefits tax and similar Taxes).
 3.5
    
    Materials
 (a)
    
    Materials, equipment and supplies hired, leased or purchased
or supplied by the Operator or any of the Venturers for the purposes of the
Joint Venture Agreement or the Joint Venture or both (including surface,
underground and shaft equipment, expendable stores and materials, power, water
and tools).(b)
    
    Costs chargeable under section 3.5(a) include costs of
installation, loading, unloading and handling.(c)
    
    The Operator must:
 (i)
    
    only acquire quantities of materials
that are required for immediate use for the Joint Venture; and(ii)
    
    avoid the accumulation of surplus stocks,




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##### 



3.6
    
    Transportation
 (a)
    
    Transportation costs of or in relation to personnel,
equipment, material and
supplies necessary for conducting any Operating Program, including the costs
of:
 (i)
    
    repairs and maintenance of vehicles;(ii)
    
    vehicles purchased, rented or otherwise
obtained for or in connection with operations under the Joint Venture
Agreement; and(iii)
    
    transportation of personnel from their residence to the JV Area.
 (b)
    
    If transportation referred to in section 3.6(a) is used
partly for the purposes of the
Joint Venture and partly for other purposes, the cost of transportation must be
rateably apportioned according to usage between the Joint Venture and those
other purposes.
 3.7
    
    Services
 (a)
    
    The cost of services obtained from third parties. These
costs include the cost of Audits and amounts paid to or on account of
contractors for or in connection with:
 (i)
    
    earthmoving;(ii)
    
    surveying;(iii)
    
    construction of Joint Venture Facilities;(iv)
    
    trucking;(v)
    
    mapping and photography;(vi)
    
    chartered aircraft (including helicopters);(vii)
    
    blasting, drilling and dredging;(viii)
    
    shaft sinking;(ix)
    
    mining (including site preparation,
underground development, open pit development, cutting and drifting,
raising and stoping);(x)
    
    assaying and analysis of samples;(xi)
    
    processing;(xii)
    
    geophysics;(xiii)
    
    metallurgical testing;(xiv)
    
    water searching and production;(xv)
    
    food, messing and accommodation;(xvi)
    
    the provision of water, electricity
(including power station management costs) and gas;




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##### 



(xvii)
    
    security services;(xviii)
    
    technical services; and(xix)
    
    other services, if any,
  (b)
    
    The cost of using the Operators exclusively owned
equipment and facilities in accordance with section 4.4.
 3.8
    
    Damages and losses to Joint Venture Property and equipment
 (a)
    
    All costs necessary to replace or repair damage or loss to
Joint Venture Property and equipment caused by fire, flood, storm, theft,
accident or any other cause.(b)
    
    The Operator must give each Venturer notice of damage or loss
to Joint Venture Property and equipment incurred as soon as practical after
the Operator learns of it but only if the damage or loss exceeds $10,000.
 3.9
    
    Legal costsAll costs of litigation or other legal services necessary or expedient for the
conduct of Joint Venture affairs and protection of Joint Venture Property,
including:
 (a)
    
    solicitors and barristers fees and expenses;(b)
    
    judgments obtained against a Venturer on account of
operations under the Joint Venture Agreement in the conduct of those
operations); and(c)
    
    all costs incurred by a Venturer in securing evidence for
defending against any action or claim prosecuted or threatened against the
Joint Venture, Joint Venture Property or the subject matter of the Joint
Venture Agreement.
 3.10
    
    Taxes and agency feesAll:
 (a)
    
    Taxes paid by the Operator for the benefit of the Venturers
(including excise, customs and other duties, goods and services tax, salaries
and wages tax, fringe benefits tax and other charges of a similar nature); and(b)
    
    agency fees payable on or in relation to services contracted
and materials purchased for or in connection with operations under the Joint
Venture Agreement,(a)
    
    but excluding Taxes assessed in connection with
the ownership and sale of Mineral Products after production and
allocation to Venturers.
 3.11
    
    Insurance and claims
 (a)
    
    Premiums paid for insurance in accordance with the Joint
Venture Agreement and all expenditure incurred and paid in settlement of
losses, claims, damages or judgments not recovered from an insurer and not
excepted in section 3.9.(b)
    
    if no insurance is required, all actual expenditure incurred
and paid by the Operator in settlement of all losses, claims, damages or
judgments not excepted in section 3.9.(c)
    
    The Operator must receive the following for the Joint Account:




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##### 



(i)
    
    any payment made by an insurer in
settlement of a claim made under an insurance policy carried for the
benefit of the Joint Venture; and(ii)
    
    any award of an arbitrator or court arising out of a claim.
 3.12
    
    Shared services
 (a)
    
    A proportion of:
 (i)
    
    the salaries, wages, fees and expenses
of the Operators employees and consultants serving the Joint Venture
whose time is not allocated directly to the Joint Venture, based on
the time spent on operations under the Joint Venture Agreement in the
JV Area;(ii)
    
    the cost of establishing, maintaining and operating:
 (A)
    
    a production office in the JV Area; and(B)
    
    any necessary suboffice
maintained in connection with that office, and
 (iii)
    
    all necessary camps (including housing
facilities for employees and consultants if required), roads, helipads
and airstrips established to facilitate the conduct of operations
under the Joint Venture Agreement in the JV Area.
 (b)
    
    The cost of the facilities referred to in section 3.12(a) is to be calculated
by:
 (i)
    
    deducting revenue from those facilities; and(ii)
    
    including depreciation or a fair
monthly rental in lieu of depreciation where those facilities serve
more than one project.
 (c)
    
    Charges must be apportioned to each project served on an
equitable basis consistent with the Operators accounting practice but subject
to section 1.3(d).(d)
    
    Costs charged under this section include the cost of:
 (i)
    
    office supplies, telephone, email and facsimile charges and
other operating costs of the production office referred to in section
3.12(a); and(ii)
    
    shared transport costs including chartered aircraft and
helicopters; and(iii)
    
    construction, maintenance and
operation of stores, machine shops and other facilities.
 3.13
    
    Depreciation
 (a)
    
    In relation to plant and equipment actually owned by
the Operator and used for the purposes of the Joint Venture, depreciation at
rates:
 (i)
    
    in accordance with the Operators usual practice; and(ii)
    
    consistent with what is permitted
under the Income Tax Act1959 (as amended), jointly, as
applicable,




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##### 



but excluding:
 (iii)
    
    any item whose cost has been charged
under any other section of this document); and(iv)
    
    the amount of any depreciation charged under section 3.12; and(v)
    
    the amount of any depreciation
charged under sections 4.4(a)(ii) and 4.4(a)(iii).
 (b)
    
    If an item is used partly for the purposes of the Joint
Venture and partly for other purposes, the depreciation charged must be
rateably apportioned according to usage between the Joint Venture and those
other purposes.(c)
    
    If the Operator receives rent for a depreciable item,
depreciation cannot be charged under this subsection.
 3.14
    
    Rehabilitation costs
 (a)
    
    Any amounts the Operator reasonably estimates (by applying
prudent accounting principles) are required to make provision for estimated
rehabilitation costs arising due to operations under the Joint Venture
Agreement in the JV Area.(b)
    
    The Venturers authorise the Operator to pay those amounts as
and when they arise using capital and accrued interest in that sinking fund.
 3.15
    
    Capital usage chargesTo the extent that the Operator or a Venturer makes property or other capital
items available for use by the Joint Venture, a reasonable amount
representing:
 (a)
    
    rent or hire charge for that property or other capital item; or(b)
    
    the net cost (based, where appropriate, on the cost of
borrowings equivalent to the cost price of that property or other capital
item) to the Operator or that Venturer of acquiring and managing that property
or capital item, after taking into account:
 (i)
    
    any receipts received from third parties; and(ii)
    
    any outgoings together with
administration costs incurred by that Venturer (including overheads).
 3.16
    
    Cost of securitiesIf the Operator or a Venturer provides a security deposit, bond or other security
in connection with any Authorisation or Joint Venture Asset, an amount representing
the cost of:
 (a)
    
    borrowings equivalent to the amount of the security deposit; or(b)
    
    any other expenses of providing that security deposit, bond or other security.
 3.17
    
    Other expensesAny other expenses not referred to in sections 3.2 to 3.16 properly incurred by the
Operator for the conduct of operations under the Joint Venture Agreement in the JV
Area to the extent that those expenses are included in an Operating Program and a
Budget (including first aid and safety expenses).




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##### 



4.
    
    BASIS OF CHARGES TO THE JOINT ACCOUNT4.1
    
    Purchases
 (a)
    
    Services obtained by the Operator for the Joint Venture must
be charged at the price actually paid by the Operator after deducting all
discounts actually received.(b)
    
    Materials, equipment and supplies purchased or supplied by
the Operator for the Joint Venture must be charged on the basis of Cost.
 Cost
 (c)
    
    (Class A)for imported materials, equipment and supplies, Cost includes:
 (i)
    
    net invoice prices of manufacturers
(after deducting all trade and cash discounts actually received) plus
goods and services and other Taxes (if any), fees or costs paid to
third parties for purchasing, shipping, insurance premiums,
transportation to the loading place, crating and handling costs;(ii)
    
    transportation to port of entry, customs fees and similar
importation costs;(iii)
    
    any other applicable duties; and(iv)
    
    unloading of ships and aeroplanes to the customs warehouse and
handling transportation from the customs warehouse to the Operators
warehouse or the JV Area; and
 (d)
    
    (Class B) for materials, equipment and supplies acquired in
Papua New Guinea, Cost includes:
 (i)
    
    the net invoice price of manufacturers
(after deducting all trade and cash discounts actually received)
plus goods and services and other Taxes (if any); and(ii)
    
    transportation and other costs
incurred from the time and place of purchase until delivery to
the Operators warehouse or the JV Area.
 4.2
    
    PricesMaterials specified in section 4.1 as Class A or B required for operations
under the Joint Venture Agreement in the JV Area must be purchased for direct
charge to the Joint Account when practical, but the Operator may apply those
materials from its own stocks on the following conditions:
 (a)
    
    new materials: at Cost (condition A);(b)
    
    second hand and used materials: (conditions B and C);
 (i)
    
    material that is in sound and serviceable condition and is suitable for
reuse without reconditioning is to be classed as condition B and priced
at 75% of Cost; and(ii)
    
    material that cannot be classified as condition B but:
 (A)
    
    after reconditioning at the cost of the Joint Account will
be serviceable for its original function as good second hand material; or




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##### 



(B)
    
    is serviceable for its
original function but is substantially unsuitable for
reconditioning,
 is to be classed as condition C and priced at 50% of Cost;
 (c)
    
    material that cannot be classified as condition B or
condition C is to be priced at a value commensurate with its use; and(d)
    
    tanks, buildings and other equipment involving erection costs
must be charged at knocked down cost.
 4.3
    
    Warranty of materials supplied by the OperatorThe Operator does not warrant materials supplied by it beyond any
dealers or manufacturers warranty.
 4.4
    
    Operators exclusively owned equipment and facilities
 (a)
    
    The following rates apply to services rendered to the Joint
Venture for equipment
and facilities owned exclusively by the Operator.
 (i)
    
    water, fuel, power, compressor and other auxiliary services: at rates
equal
to the cost of providing them to the Joint Venture;
 (ii)
    
    automotive equipment: at rates equal
to the cost of ownership and operation. (Automotive rates may include
the cost of fuel, lubricants, repairs, insurances, other operating
expenses, depreciation and wages and expenses of drivers other than
those chargeable under sections 3.3 and 3.4);
 (iii)
    
    use of other items of machinery or equipment sufficient to
cover maintenance, repairs, depreciation and running costs: at a fair rate
but the charges must not exceed those currently prevailing in the
district where the JV Area is located; and(iv)
    
    laboratory services performed or provided by the Operator
(including
water, core, assay and any other analyses and tests): at a fair
rate but the charges must not exceed those currently prevailing
among outside service laboratories performing comparable services.
 (b)
    
    The Operator must inform each Venturer in advance of the
rates it proposes to
charge.(c)
    
    Rates must be revised and adjusted when found to be excessive or insufficient.
 5.
    
    DISPOSAL
 5.1
    
    Operators rightsThe Operator is not obliged to purchase a Venturers interest in surplus, new or
second hand material.The Operator may dispose of surplus material in accordance with its mandate
approved by the Joint Venture Committee.
 5.2
    
    Material purchased by a VenturerThe proceeds of sale of surplus material purchased by a Venturer must be credited
to the Joint Account in the month that material is sold.




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##### 



5.3
    
    Division in kind
 (a)
    
    The division of surplus material in kind must be in
proportion to each Venturers Participating interest.(b)
    
    Each Venturer must be charged severally with the value of the
material received or receivable by it Corresponding credits must be made by
the Operator to the Joint Account.
 5.4
    
    Sales to third partiesIn relation to sales of jointly owned Joint Venture Property to third parties, the
Operator must:
 (a)
    
    credit the Joint Account with the net amount received from the purchaser; and(b)
    
    charge any claim by the purchaser for defective material or
otherwise back to the Joint Account if and when paid.
 6.
    
    PRICING MATERIAL TRANSFERRED
 6.1
    
    Bases of pricing materialMaterial purchased by a Venturer or divided in kind must be valued on the bases
specified in sections 6.2 to 6.7 unless all Venturers agree otherwise.
 6.2
    
    New MaterialNew Material obtained for the Joint Venture but never used: at 100% of Cost.
 6.3
    
    Good used materialGood used material that is in sound and serviceable condition and suitable
for reuse without reconditioning:
 (a)
    
    at 75% of Cost if that material was charged to the
Joint Venture under section 4.2(a) as new; or(b)
    
    at 65% of Cost if that material was originally charged to the
Joint Venture under section 4.2(b) as second hand at 75% of Cost.
 6.4
    
    Other used materialUsed material that:
 (a)
    
    after reconditioning at the purchasers cost will be
serviceable for its original function as good second hand material; or(b)
    
    is serviceable for its original function but is
substantially unsuitable for reconditioning,
 at 50% of Cost
 6.5
    
    Bad order materialUsed material that is no longer useable for its original purpose without excessive
repair cost but is useable for any other purpose is to be priced on a comparable
basis with items normally used for that purpose.




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##### 



6.6
    
    JunkJunk that is obsolete and scrap material is to be priced at prevailing prices.
 6.7
    
    Temporarily used materialIf material was used temporarily and its service to the Joint Venture does not
justify the reduction in price to the level specified in section 6.3(b), that
material is to be priced on a basis that will leave a net charge to the Joint
Account consistent with the value of the service provided.
 7.
    
    STOCKTAKE
 7.1
    
    Periodic stocktakeThe Operator must do a stocktake of all Joint Venture Property ordinarily
considered controllable by Operators of mining properties annually.
 7.2
    
    Notice to VenturersThe Operator must give notice of its intention to stocktake to all Venturers 20
Business Days before any stocktake is to begin so that a Venturer may be
represented when the stocktake is taken.
 7.3
    
    Representation of VenturersIf:
 (a)
    
    a Venturer is not represented at a stocktake; and(b)
    
    the Operator has given that Venturer notice in accordance with section 7.2,
 that Venturer is bound to accept that stocktake except in the case of the
Operators Gross Negligence, Wilful Misconduct or manifest error.
 7.4
    
    Copies to VenturersThe Operator must give each Venturer a copy of a summary of the stocktake results.
 7.5
    
    Reconciliation and adjustment of stock
 (a)
    
    The Operator must:
 (i)
    
    reconcile stock with charges to the Joint Account (including a list of
surpluses and shortages) after a stocktake; and(ii)
    
    make stock adjustments for surpluses and shortages.
 (b)
    
    The Operator will only be held accountable for shortages due
to its Gross
Negligence, Wilful Misconduct or manifest error. (Shortages aggregating $5,000
will be considered to be due to lack of reasonable diligence).
 7.6
    
    Special stocktakes
 (a)
    
    A special stocktake may be taken, at the request and
expense of the Assignee, if there is a change of Participating Interest in the
Joint Venture or in the Joint Venture Property.




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##### 



(b)
    
    The Assignor and the Assignee may be represented at a
special stocktake and will be bound by the result of that stocktake except in
the case of the Operators Gross Negligence, Wilful Misconduct or manifest
error.




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Schedule 3
 DEEMED CONTRIBUTION
  Farmin Milestone
 Harmony Expenditure
 Hidden Valley Project
 Stage 2 Project Expenditure
 A
    
    If the Master Purchase and Farmin Agreement is terminated before Newcrest
achieves the Farmin Milestone:MCG:
    
    (69.99% minus the applicable aggregate percentage earned by Newcrest in
accordance with clause 11.5 of the Master Purchase and Farmin Agreement)of the aggregate which is($400 million plus Harmony Expenditure in relation to the Hidden Valley
Project plus Stage 2 Project Expenditure in relation to the Hidden Valley
Project up to the date of termination of the Master Purchase and Farmin
Agreement).Newcrest:
    
    (30.01% plus the applicable aggregate percentage earned by Newcrest in
accordance with clause 11.5 of the Master Purchase and Farmin Agreement)of the aggregate which is($400 million plus Harmony Expenditure in relation to the Hidden Valley
Project plus Stage 2 Project Expenditure in relation to the Hidden Valley
Project up to the date of termination of the Master Purchase and Farmin
Agreement).B
    
    If Newcrest achieves or is deemed to have achieved the Farmin Milestone under
clause 6.1(c) of the Master Purchase and Farmin Agreement:MCG:
    
    50%of the aggregate which is($400 million plus Harmony Expenditure in relation to the Hidden Valley
Project plus Stage 2 Project Expenditure in relation to the Hidden Valley
Project).Newcrest:
    
    50%of the aggregate which is($400 million plus Harmony Expenditure in relation to the Hidden Valley
Project plus Stage 2 Project Expenditure in relation to the Hidden Valley
Project).




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##### 



Schedule 4
 PRIORITY DEED




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##### 



Priority Deed
 [Name of Chargor]
 [Name of Financier]
 [Name of Cross Chargee]
 [Name of Cross Chargee]
  
 Reference




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##### 



Contents
 1.
    
    INTERPRETATION
    
    
    41.1     Definitions
    
    
    41.2     Joint Venture definitions apply
    
    
    51.3     Rules for interpreting this document
    
    
    52.
    
    PRIORITY
    
    
    63.
    
    NOTICE OF DEFAULT
    
    
    63.1     Notice of default under Cross Charge
    
    
    63.2     Notice of default under Financiers Charge
    
    
    73.3     Money secured becomes due and payable
    
    
    73.4     Enforcing a Security
    
    
    73.5     Crystallisation
    
    
    74.
    
    ENFORCING FINANCIERS CHARGE
    
    
    75.
    
    ENFORCING CROSS CHARGE
    
    
    96.
    
    TERM
    
    
    97.
    
    ASSIGNMENT OF RIGHTS
    
    
    97.1     Assignment by Financier
    
    
    97.2     Assignment by Cross Chargees
    
    
    98.
    
    LIABILITY FOR EXPENSES
    
    
    109.
    
    GST
    
    
    109.1     GST indemnity
    
    
    109.2     GST on claims
    
    
    1010.
    
    NOTICES
    
    
    1110.1     How to give a notice
    
    
    1110.2     When a notice is given
    
    
    1110.3     Address for notices
    
    
    1111.
    
    GENERAL
    
    
    1211.1     Governing law
    
    
    1211.2     Giving effect to documents
    
    
    1211.3     Waiver of rights
    
    
    1211.4      Operation of this document
    
    
    1211.5     Operation of indemnities
    
    
    1311.6     Operation of relevant provisions
    
    
    1311.7     Consents
    
    
    1311.8     Exclusion of contrary legislation
    
    
    13




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##### 



11.9      Inconsistency with other documents
    
    
    1311.10    Counterparts
    
    
    13




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##### 



Priority Deed
 DATE
 PARTIES
 [Name of Party] (Chargor)[Name of Party] (Financier)[Name of Party][Name of Party]
(together referred to as Cross Chargees)
 RECITALS
 A.
    
    The Chargor, the Operator and the Cross Chargees have entered into the Joint Venture
Agreement.B.
    
    Under the terms of the Joint Venture Agreement, each party must perform certain
obligations. The Chargor and each Cross Chargee has executed a Cross Charge in favour
of each other to secure the performance of those obligations.C.
    
    The Chargor proposes charging its Participating Interest in favour of the Financier and is
required by the Joint Venture Agreement to enter into this document.1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.Assignmeans to sell, transfer, assign or make a gift of, lease, license or part
possession with, declare a trust over or in any other way dispose of, deal with or create
an interest in a partys interest (or, if applicable, any interest in it) or to agree to
do any of those things other than by creating an Encumbrance.Companies Actmeans the Companies Act 1997.Cross Chargemeans any cross charge granted, or to be granted, by the Chargor in
accordance with the terms of the Joint Venture Agreement.Encumbrancemeans a mortgage, charge, pledge, lien, hypothecation or title retention
arrangement, a right of set off or right to withhold payment of a deposit or other money, a
notice under section 356 of the Income Tax Act 1959or any similar legislation, or an
easement, restrictive covenant, caveat or similar restriction over property, or an
agreement to create any of them or to allow any of them to exist.Excluded Taxmeans a Tax on net income in any jurisdiction, other than:
 (a)
    
    a Tax that is calculated on or by reference to the gross amount of any
payment derived by a party under this document or the transactions that this document
contemplates (unless the Tax is imposed because the party has not given its tax file
number to the person who made the payment); or




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(b)
    
    a Tax that is imposed because a party is regarded as being subject to tax in
a jurisdiction solely because it is a party or because it is participating in the
transactions that this document contemplates.
 Financiers Chargemeans any Security Interest granted, or to be granted, by the Chargor
to the Financier that is a Permitted Encumbrance.Government Agencymeans:
 (a)
    
    a government or government department or other government body;(b)
    
    a governmental, semi-governmental or judicial person; or(c)
    
    a person (whether autonomous or not) who is charged with the administration
of a law.
 GSTmeans a goods and services tax or similar value added tax levied on or imposed under
the GST Law or otherwise on a supply.GST Lawmeans the Goods and Services Tax Act 2003.Joint Venture Agreementmeans the joint venture agreement between Morobe Consolidated
Goldfields Limited, Newcrest PNG 1 Limited and Hidden Valley Services Limited dated
[insert date and reference to any amending deeds and assumption deeds].Permitted Encumbrancemeans an Encumbrance expressly permitted pursuant to clause 25.2 of
the Joint Venture Agreement.Security Interestmeans an Encumbrance that secures the payment of money or the
performance of an obligation, or any other interest or arrangement of any kind that gives
a creditor priority over other creditors in relation to any property.Transaction Documentsmeans the Joint Venture Agreement, the Services Agreement, the Cross
Charge and [insert other relevant documents].Taxmeans a tax, levy, duty, charge, deduction or withholding, however it is described,
that is imposed by law or a Government Agency, together with any related interest,
penalty, fine or other charge.Venturermeans a party to the Joint Venture Agreement, excluding the Operator.1.2
    
    Joint Venture definitions applyAny term used in this document that is not defined in this document but is defined in the
Joint Venture Agreement has the meaning given to it in the Joint Venture Agreement.1.3
    
    Rules for interpreting this document
 (a)
    
    All rules for interpreting the Joint Venture Agreement set out in clause 1.2
to 1.3 of that document apply in interpreting this document, except where the context
makes it clear that a rule is not intended to apply.(b)
    
    All references to clauses are references to clauses (including subclauses and
paragraphs) in this document unless specifically stated otherwise in this document.




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2.
    
    PRIORITYThe Financier acknowledges to and agrees with each Cross Chargee that, as between each
Cross Chargee and the Financier:
 (a)
    
    the order of priority will be:
 (i)
    
    first, the security constituted by the Cross Charge; and(ii)
    
    then, the security constituted by a Financiers Charge;
 (b)
    
    the order of priority set out in clause 2(a) applies despite
anything that,
but for this clause, would affect that order or priority, including:
 (i)
    
    the respective dates or order of execution or registration
of the Cross Charge and a Financiers Charge;(ii)
    
    the respective dates on which any money secured by the Cross
Charge or a Financiers Charge is advanced or becomes owing or payable;(iii)
    
    any change in the amount of money secured by the Cross
Charge or a Financiers Charge;(iv)
    
    any change in the amount of the Chargors indebtedness or
liability to any Cross Chargee;(v)
    
    the grant by a Cross Chargee or any other person of any
time, waiver or other indulgence or concession;(vi)
    
    the full or partial discharge or release of the Chargor or any other
person;(vii)
    
    the failure by a Cross Chargee to give notice to the other
Cross Chargees or the Chargor of any default by any person;(viii)
    
    any laches, acquiescence, delay, act, omission or mistake on the part of or
suffered by a Cross Chargee or any other person in relation to this document,
the Cross Charge or a Financiers Charge, any other Security Interest or any
other document or agreement;(ix)
    
    anything that is done or omitted to be done under or in
relation to the Cross Charge or a Financiers Charge, or any money secured by
either of them;(x)
    
    anything contained in the Cross Charge or a Financiers Charge; and(xi)
    
    anything or any rule of law or equity to the contrary; and
 (c)
    
    the Financiers powers, rights, discretions and remedies under a Financiers
Charge must be and are subject to, and rank subsequent to, all the Cross
Chargees powers, rights, discretions and remedies under the Cross Charge.
 3.
    
    NOTICE OF DEFAULT3.1
    
    Notice of default under Cross ChargeThe Cross Chargees must or must cause the Operator to:




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##### 



(a)
    
    promptly give the Financier a copy of any notice served on the Chargor under
clause 16.2 (Default Notice) of the Joint Venture Agreement; and(b)
    
    notify the Financier of service of that notice.
 3.2
    
    Notice of default under Financiers ChargeThe Financier must promptly give the Operator and the Cross Chargees:
 (a)
    
    notice of any breach or default under a Financiers Charge (whether or not
the Financier has waived any right it may have acquired because of that breach or
default); and(b)
    
    a copy of any notice or demand it has served on or given to the Chargor in
relation to any breach or default by the Chargor.
 3.3
    
    Money secured becomes due and payableIf the money secured by the Cross Charge or a Financiers Charge (each a Security) becomes
due and payable or capable of being declared due and payable before the stated date of
maturity (other than through the exercise by the Chargor of an optional right of
prepayment in the absence of default):
 (a)
    
    the money secured by the other Security will, at the option of the
chargee or
chargees under that Security, become immediately due and payable; and(b)
    
    the other Cross Chargees and the Financier will, where practical, consult in
good faith to decide what action will be taken to enforce their respective powers, rights,
discretions and remedies under each Security.
 3.4
    
    Enforcing a Security
 (a)
    
    Nothing in clause 3.1, 3.2 or 3.3 requires or prevents the exercise by the
Cross Chargees or the Financier of any power, right, discretion or remedy.(b)
    
    Neither the Cross Chargees nor the Financier may exercise any power, right,
discretion or remedy under or in relation to a Security unless it gives each other
party to this document at least [5] Business Days notice before doing so.
 3.5
    
    Crystallisation
 (a)
    
    If a Security that ceased to operate as a floating charge in relation to any
property crystallises and operates as a fixed charge in relation to that property, the other
Security will, if it creates a floating charge over that property, automatically
and
immediately crystallise and operate as a fixed charge in relation to that property.(b)
    
    Clause 3.5(a) applies despite anything contained in either a Security or any
other document or agreement.
 4.
    
    ENFORCING FINANCIERS CHARGEThe Financier covenants with each Cross Chargee that, so long as the Chargor is a Venturer:
 (a)
    
    the powers, rights, discretions and remedies conferred by the Financiers
Charge must be and are subordinate to the Cross Chargees powers, rights, discretions
and remedies;




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##### 



(b)
    
    the Financiers Charge will in no way affect the Participating Interests of the Venturers
other than the Chargor;(c)
    
    it must not enforce or exercise or take any action to enforce or exercise any of its rights,
powers, discretions or remedies under the Financiers Charge in a manner that would (or would
be likely to) impede, obstruct or adversely affect the level of output from any operations
contemplated or conducted by the Joint Venture under the Joint Venture Agreement.(d)
    
    the exercise or enforcement of any:
 (i)
    
    power of sale or administration; or(ii)
    
    other power, right, discretion or remedy contained in or conferred under the
Financiers Charge,
 by the Financier or any person (including any receiver (as defined in the Companies Act) or
an analogous person) claiming through the Financier, are subject to the Joint Venture
Agreement as if the person exercising that power, right, discretion or remedy were a
Venturer and, in particular:
 (iii)
    
    if that person lakes possession of any right or benefit under the Joint
Venture Agreement (including the Chargors Participating Interest) that is subject to
the Financiers Charge, it will be bound by the provisions of the Joint Venture
Agreement; and(iv)
    
    that person will not exercise any power of sale under the Financiers
Charge, except on terms the same as those contained in clause 17 (Consequence of
Default) of the Joint Venture Agreement;
 (e)
    
    without limiting the generality of clause 4(d):
 (i)
    
    the constituent parts of a Participating Interest may not be sold or taken
possession of on the enforcement of a Financiers Charge, but all or a fractional
part may be;(ii)
    
    no part of a Participating Interest may be sold or taken possession of on
the enforcement of a Financiers Charge if it would result in any party holding a
Participating Interest of less than 5%;(iii)
    
    neither the Financier, nor any person (including any receiver (as defined
in the Companies Act) or an analogous person) claiming through him or her, may:
 (A)
    
    seek partition or take any action (whether by any court
order or otherwise) for partition or sale in lieu of partition (and the
Financier waives any rights it may have under any applicable law to seek and
do any of those things and acts), during the continuance of the Joint Venture
Agreement, of any Joint Venture Property or any other property in which the
Chargor or any other person has or may have or acquire by any means an
interest with the other Joint Venturers under the Joint Venture Agreement; or(B)
    
    waive, release, surrender or forfeit all or part of the
Chargors Participating Interest,
 without the prior consent of all Cross Chargees;




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##### 



(f)
    
    it must apply the proceeds of the exercise of any power of sale under a
Financiers
Charge in the following order:
 (i)
    
    first in payment of all the Chargors debts under
clause 16.2 (Default Notice) of the Joint Venture Agreement to:
 (A)
    
    the Operator, to the extent that
contributions have not been made
to the Operator under clause 16.4 of the Joint Venture Agreement;
and(B)
    
    each other Cross Chargee, to the extent that
the Cross Chargee
has made a contribution under that clause; and
 (ii)
    
    then in payment of all other amounts owing by the Chargor to any Venturer,
 and, to the extent of the application of proceeds, the Financier must be and is
subrogated to the rights of the Operator, the Cross Chargees or the Venturers (as
the case may be);
 (g)
    
    the Financiers Charge must be automatically and immediately released when
the
Chargor ceases to be a Venturer; and(h)
    
    the covenants contained in this clause must be terms of the Financiers
Charge. To the extent that they are not expressly included in the Financiers Charge,
they must be and are regarded by this clause as being included in and incorporated
into the Financiers Charge.
 5.
    
    ENFORCING CROSS CHARGEEach Cross Chargee covenants with the Financier that it will not seek to enforce the
Charge until at least 10 Business Days after the Financier has been given notice under
clause 3.
 6.
    
    TERMThe rights and obligations under this document begin on [insert date], even if this
document is executed at a later date and terminate when the Chargor ceases to be a
Venturer under the Joint Venture Agreement or a party to a Cross Charge or when each
Security referred to in clause 3.3 has been finally and irrevocably discharged.
 7.
    
    ASSIGNMENT OF RIGHTS7.1
    
    Assignment by FinancierThe Financier covenants with each Cross Chargee that it will not Assign any of its rights
under the Financiers Charge unless:
 (a)
    
    the Assignment is made expressly subject to the terms of this document; and(b)
    
    the Assignee binds itself to the terms of this document (or substantially to
those
terms) to the satisfaction of each Cross Chargee.
 7.2
    
    Assignment by Cross ChargeesEach Cross Chargee covenants with each other and with the Financier that it will not
Assign any of its rights under the Cross Charge unless:




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(a)
    
    the Assignment is made expressly subject to the terms of this document; and(b)
    
    the Assignee binds itself to the terms of this document (or substantially to
those
terms) to the satisfaction of each other Cross Chargee and the Financier.
 8.
    
    LIABILITY FOR EXPENSESThe Chargor must indemnify each Cross Chargee and the Financier against, and must pay each
Cross Chargee and the Financier on demand the amount of, all Taxes (other than Excluded
Taxes) and reasonable costs and expenses incurred in connection with:
 (a)
    
    the negotiation, preparation, execution, stamping and registration of this document;(b)
    
    the transactions that this document contemplates; and(c)
    
    any amendment to, or any consent, approval, waiver, release or discharge of
or
under, this document,
 including legal expenses on a full indemnity basis and expenses incurred in engaging
consultants.
 9.
    
    GST9.1
    
    GST indemnityIf the Financier or the Cross Chargees must pay GST on any supply under or in connection
with this document, then:
 (a)
    
    the Chargor must
 (i)
    
    indemnify the Financier and each of the Cross Chargees from
that GST; and(ii)
    
    pay to the Financier or each Cross Chargee, as the case may
be, an amount equal to that GST within 5 Business Days of a request by the
Financier (or the Cross Chargee) for payment for the GST, which may be in the
form of a tax invoice; and
 (b)
    
    the Financier (or the Cross Chargee) need not refund to the Chargor any
amount for GST paid to the [Commissioner of Taxation] unless the Financier (or the Cross
Chargee) received a refund or credit for that amount.
 9.2
    
    GST on claims
 (a)
    
    If a payment to satisfy a claim or a right to claim under or in connection
with this
document (for example, for misleading or deceptive conduct or for
misrepresentation or for a breach of any warranty or for indemnity or for
reimbursement of any expense) gives rise to a liability to pay GST, the payer must
pay, and indemnify the payee on demand against the amount of that GST.(b)
    
    If a party has a claim under or in connection with this document for a cost
on which
that party must pay GST, the claim is for the cost plus all GST (except any GST for
which that party is entitled to an input tax credit).(c)
    
    If a party has a claim under or in connection with this document whose amount
depends on actual or estimated revenue or which is for a loss of revenue, revenue
must be calculated without including any amount received or receivable as




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##### 



reimbursement for GST (whether that amount is separate or included as part of a
larger amount).
 10.
    
    NOTICES10.1
    
    How to give a noticeA notice, consent or other communication under this document is only effective if it is:
 (a)
    
    in writing, signed by or on behalf of the person giving it;(b)
    
    addressed to the person to whom it is to be given; and(c)
    
    either:
 (i)
    
    delivered or sent by pre-paid mail (by airmail, if the
addressee is overseas) to that persons address; or(ii)
    
    sent by fax to that persons fax number and the
machine from which it is sent produces a report that states that it was sent
in full.
 10.2
    
    When a notice is givenA notice, consent or other communication that complies with this clause is regarded as
given and received:
 (a)
    
    if it is delivered or sent by fax:
 (i)
    
    by 5.00 pm (local time in the place of receipt) on a Business Day  on
that day; or(ii)
    
    after 5.00 pm (local time in the place of receipt) on
a Business Day, or on a day that is not a Business Day  on the next Business
Day; and
 (b)
    
    if it is sent by mail:
 (i)
    
    within Papua New Guinea  3 Business Days after posting; or(ii)
    
    to or from a place outside Papua New Guinea  7
Business Days after posting.
 10.3
    
    Address for noticesA persons address and fax number are those set out below, or as the person notifies the
sender:
 ChargorAddress:
    
    [address]Fax number:
    
    [number]Attention:
    
    [name]FinancierAddress:
    
    [address]Fax number:
    
    [number]Attention:
    
    [name][Cross Chargee]Address:
    
    [address]Fax number:
    
    [number]




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Attention:
    
    [name][Cross Charges]Address:
    
    [address]Fax number:
    
    [number]Attention:
    
    [name]
 11.
    
    GENERAL11.1
    
    Governing law
 (a)
    
    This document is governed by the laws of Papua New Guinea.(b)
    
    Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Papua New Guinea, and any court that may hear appeals from any
of those courts, for any proceedings in connection with this document, and waives
any right it might have to claim that those courts are an inconvenient forum.(c)
    
    To the extent that any party has or in the future acquires any immunity from
the
jurisdiction of any court or from any legal process (whether through suit, service of
notice, attachment before judgment, attachment in aid of execution any
enforcement or otherwise) with respect to itself or its property, each party
irrevocably waives that immunity in respect of its obligations under this document
or otherwise in respect of the joint venture
 11.2
    
    Giving effect to documentsEach party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that any other party
may reasonably require to give full effect to this document.11.3
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:
 (a)
    
    no other conduct of a party (including a failure to exercise, or delay in
exercising,
the right) operates as a waiver of the right or otherwise prevents the exercise of
the right;(b)
    
    a waiver of a right on one or more occasions does not operate as a waiver of
that
right or as an estoppel precluding enforcement of that right if it arises again;
and(c)
    
    the exercise of a right does not prevent any further exercise of that right
or of any
other right.
 11.4
    
    Operation of this document
 (a)
    
    Any right that a person may have under this document and the Transaction
Documents is in addition to, and does not replace or limit, any other right that
the
person may have.(b)
    
    Any provision of this document which is unenforceable or partly unenforceable
is,
where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this
document.




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##### 



11.5
    
    Operation of Indemnities
 (a)
    
    Each indemnity in this document survives the expiry or termination of this
    document.(b)
    
    A party may recover a payment under an indemnity in this document before it
    makes the payment in respect of which the indemnity is given.(c)
    
    if a provision of this document is
expressed to:
 (i)
    
    indemnify;(ii)
    
    exclude or limit any liability
of; or(iii)
    
    otherwise benefit,
 a person who is not a party to this document, the parties agree that the party
holds the benefit of that indemnity, exclusion, limitation or other benefit on
trust for that person and may enforce this document on their behalf and for their
benefit.
 11.6
    
    Operation of relevant provisionsClauses 1 (Interpretation), 8 (Liability for expenses), 10 (Notices), 11 (General) survive
the expiry or termination of this document.11.7
    
    ConsentsWhere this document contemplates that a party may agree or consent to something (however
it is described), the party may:
 (a)
    
    agree or consent, or not agree or consent, in its absolute discretion; and(b)
    
    agree or consent subject to conditions,
 unless this document expressly contemplates otherwise.
 11.8
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a party, or the exercise by a
party of a right or remedy, under or relating to this document is excluded to the full
extent permitted by law.11.9
    
    Inconsistency with other documentsIf there is a conflict between provisions in this document and any of the Transaction
Documents then, unless otherwise expressly agreed in writing by the parties, they rank in
order of precedence as follows:
 (a)
    
    first, the Joint Venture Agreement including any amendment;(b)
    
    second, the Deed of Cross Charge;(c)
    
    third, this document; and(d)
    
    fourth, the other Transaction Documents.
 11.10
    
    CounterpartsThis document may be executed in counterparts.




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Executed as a deedEach person who executes this document on behalf of a party under a power of attorney declares
that he or she is not aware of any fact or circumstance that might affect his or her authority to
do so under that power of attorney.




---



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Schedule 5
 CROSS CHARGE




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##### 



Cross Charge
 [name of Venturer]
 [name of Venturer]
  
 Reference




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##### 



Contents
 1.
    
    INTERPRETATION
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Joint Venture Agreement definitions
    
    
    31.3
    
    Rules for interpreting this document
    
    
    32.
    
    CREATION OF CHARGE
    
    
    32.1
    
    Charging provision
    
    
    32.2
    
    Fixed and floating charge
    
    
    42.3
    
    Priority
    
    
    42.4
    
    Licence to deal with Floating Charge Property
    
    
    42.5
    
    Crystallisation
    
    
    42.6
    
    Floating nature of charge restored
    
    
    53.
    
    PROSPECTIVE LIABILITY
    
    
    54.
    
    ENFORCEMENT OF CHARGE
    
    
    55.
    
    APPOINTMENT OF RECEIVER
    
    
    55.1
    
    Power to appoint and remove
    
    
    55.2
    
    After commencement of winding up
    
    
    66.
    
    AGENCY
    
    
    66.1
    
    Agent of Defaulting Venturer
    
    
    66.2
    
    Ceasing to be agent
    
    
    67.
    
    POWERS OF ENFORCING PARTY
    
    
    67.1
    
    Enforcing Partys powers
    
    
    67.2
    
    Construction of Enforcing Partys powers
    
    
    77.3
    
    Sale of Defaulting Venturers Participating Interest
    
    
    88.
    
    PROTECTION OF THIRD PARTIES
    
    
    88.1
    
    Dealing with Enforcing Party
    
    
    88.2
    
    Dealing deemed to be authorised and valid
    
    
    88.3
    
    Receipt of money by Enforcing Party
    
    
    89.
    
    POWERS EXERCISABLE BY NON-DEFAULTING VENTURER
    
    
    89.1
    
    Exercise of powers
    
    
    89.2
    
    Protection of Non-Defaulting Venturer
    
    
    89.3
    
    Several or joint exercise
    
    
    910.
    
    REALISATION
    
    
    911.
    
    APPLICATION OF MONEY
    
    
    911.1
    
    Order of application of money
    
    
    9




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##### 



11.2
    
    Pari passu
    
    
    912.
    
    CONTINUING SECURITY
    
    
    1013.
    
    INDEMNITY
    
    
    1014.
    
    ENFORCEMENT SUBJECT TO JOINT VENTURE AGREEMENT
    
    
    1015.
    
    NO MARSHALLING
    
    
    1016.
    
    AUTHORITY TO GRANT CHARGE
    
    
    1017.
    
    NO PAYMENT AVOIDANCE
    
    
    1018.
    
    POWER OF ATTORNEY
    
    
    1118.1
    
    Appointment of attorney
    
    
    1118.2
    
    General
    
    
    1119.
    
    DISCHARGE
    
    
    1220.
    
    REGISTRATION AND STAMPING
    
    
    1221.
    
    LIABILITY FOR EXPENSES
    
    
    1322.
    
    GST
    
    
    1323.
    
    NOTICES
    
    
    1323.1
    
    How to give a notice
    
    
    1323.2
    
    When a notice is given
    
    
    1323.3
    
    Address for notices
    
    
    1424.
    
    GENERAL
    
    
    1424.1
    
    Governing law
    
    
    1424.2
    
    Giving effect to documents
    
    
    1424.3
    
    Waiver of rights
    
    
    1424.4
    
    Severance
    
    
    1524.5
    
    Operation of indemnities
    
    
    1524.6
    
    Consents
    
    
    1524.7
    
    Exclusion of contrary legislation
    
    
    1524.8
    
    Inconsistency with other documents
    
    
    1524.9
    
    Counterparts
    
    
    15




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##### 



Cross Charge
 DATE
 PARTIES
 [name of Venturer] (Venturer 1)
 [name of Venturer] (Venturer 2)
 RECITALS
 A.
    
    Each party has entered into the Joint Venture Agreement.B.
    
    Under the terms of the Joint Venture Agreement, each party must perform certain
obligations. Each party is entering into this document in favour of each other party to
secure the performance of those obligations.C.
    
    This document is the Cross Charge required by the Joint Venture Agreement.
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.Chargemeans the charge created by clause 2.Charged Propertymeans, in relation to a Venturer, at any time:
 (a)
    
    its Participating interest in all the Joint Venture Property;(b)
    
    its rights and benefits under the Transaction Documents;(c)
    
    its Share of Production;(d)
    
    its rights and benefits under any sales contracts for the sale of its
Share of Production; and(e)
    
    the insurance proceeds (present and future) receivable by it from insurance
taken out in relation to any Joint Venture Property.
 Companies Act Companies Act 1997.
 Default Event
 Defaulting Venturer
 Encumbrance Income Tax Act 1959




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##### 



Enforcing Party
 (a)
    
    a Venturer entitled under clause 4 to take action to enforce the Charge; and(b)
    
    a Receiver entitled under clause 5 to take action to enforce the Charge.
 Fixed Charge Property
 (a)
    
    the Tenements;(b)
    
    all real property included in the Joint Venture Property (including the
rights to enter and occupy lands the subject of the Tenements) and any buildings and fixtures on the real property;(c)
    
    all Joint Venture Intellectual Property;(d)
    
    all fixed plant, machinery and equipment that are held or acquired as Joint
Venture Property; and(e)
    
    the goodwill of the Joint Venture.
 Floating Charge Property
 Government Agency
 (a)
    
    a government or government department or other government body;(b)
    
    a governmental, semi-governmental or judicial person; or(c)
    
    a person (whether autonomous or not) who is charged with the administration
of a law.
 GST
 GST Law Goods and Services Tax Act 2003.
 Indebtedness
 Joint Venture Agreement [Insert
date and reference to any amending deeds and assumption deeds].
 Liability
 Non-Defaulting Venturer
 Other Obligations




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##### 



Priority Deed
 Receiver
 Security Interest
 Taxes
 Transaction Documents
 (a)
    
    this document;(b)
    
    the Joint Venture Agreement;(c)
    
    the Services Agreement; and(d)
    
    any Priority Deed.
 Venturer
 1.2
    
    Joint Venture Agreement definitionsAny term used in this document that is not defined in this document but is defined in Joint
Venture Agreement has the meaning given to it in Joint Venture Agreement.1.3
    
    Rules for Interpreting this document
 (a)
    
    All rules for interpreting the Joint Venture Agreement set out in clauses 1.2
and 1.3 of that document apply in interpreting this document, except where the context
makes it clear that a rule is not intended to apply.(b)
    
    All references to clausesare references to clauses (including subclauses and
paragraphs) in this document unless specifically stated otherwise in this document.(c)
    
    If a person is registered as part of a group of companies, references to GST
which that person must pay and to input tax credits to which that person is entitled
include GST which the representative member of the group of companies must
pay and deductions of input tax credits to which the representative member is
entitled.
 2.
    
    CREATION OF CHARGE2.1
    
    Charging provisionEach Venturer as beneficial owner, subject to the terms of the Joint Venture Agreement,
charges all its Charged Property in favour of each other Venturer severally to secure:
 (a)
    
    the payment of its Indebtedness; and(b)
    
    the performance of its Other Obligations.




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##### 



2.2
    
    Fixed and floating chargeThe Charge operates:
 (a)
    
    as a fixed charge over all Fixed Charge Property; and(b)
    
    subject to clause 2.5, as a floating charge over all Floating Charge Property.
 2.3
    
    Priority
 (a)
    
    The Charge is a first ranking equitable charge. The Charge takes priority
over all and any other Encumbrances whether fixed or floating, created, attempted to be
created or permitted to exist by a Venturer or any related corporation in relation
to the whole or any part of its Charged Property.(b)
    
    Each Venturer covenants for the benefit of each other Venturer that it will not:
 (i)
    
    create, attempt to create or permit to exist, any
Encumbrance over all or any of its rights or interests referred to in clause
25 (Encumbrances) of the Joint Venture Agreement; or(ii)
    
    Assign its Participating Interest,
 except as permitted by clause 25 (Encumbrances) or clause 26 (Amendment and
Assignment) of the Joint Venture Agreement.
 2.4
    
    Licence to deal with Floating Charge PropertySubject to clauses 2.3(b) and 2.5, each Venturer licenses each other Venturer to dispose of
or otherwise deal with its Floating Charge Property in the ordinary course of its ordinary
business.2.5
    
    CrystallisationThe Charge will cease to operate as a floating charge and will operate as a fixed charge,
and the licence under clause 2.4 will automatically and immediately terminate:
 (a)
    
    in relation to all of a Venturers Floating Charge Property, if:
 (i)
    
    a Default Event occurs; or(ii)
    
    a Non-Defaulting Venturer takes action to
enforce the Charge as contemplated under clause 4;
 (b)
    
    in relation to part of a Venturers Floating Charge Property, if:
 (i)
    
    that Venturer breaches clause 2.3(b) in
relation to that part of the Floating Charge Property;(ii)
    
    any step is taken to levy or enforce any distress
or other execution on or against that part of the Floating Charge Property
or to enforce any Encumbrance relating to that part of the Floating Charge
Property; or(iii)
    
    after a Default Event, a Non-Defaulting Venturer
gives notice to that Venturer that the Charge is to crystallise in relation
to that part of the Floating Charge Property; or
 (c)
    
    in relation to any proceeds of any debt or other money included in the
Floating Charge Property that may be or become payable for any reason to a Venturer, if




---



##### 



any other Venturer gives notice to a Venturer that the Charge is to crystallise in
relation to those proceeds; or(d)
    
    in relation to any money included in the Floating Charge Property that
may now or in the future be or become due to or held for the Venturer, or any other
part of the Floating Charge Properly that any Government Agency may in any way rank
for payment of Taxes ahead of a floating charge, when the Venturer fails to pay any
Taxes.
 2.6
    
    Floating nature of charge restoredIf the Charge has become a fixed charge under clause 2.5 in relation to all or part of a
Venturers Floating Charge Property then the other Venturers may at any time, restore the
licence under clause 2.4 by notice to that Venturer so that the Charge will again operate
as a floating charge and not as a fixed charge in relation to that Floating Charge
Property.3.
    
    PROSPECTIVE LIABILITYThe Venturers acknowledge that for the purpose of fixing priorities between the Charge and
any subsequent charge registered or registrable under the Companies Act and for no other
purposes, the Charge secures each Venturers prospective Liability (being the Liability to
pay the Indebtedness and to indemnify the Enforcing Party as provided in this document) up
to a maximum of $100 million. This clause does not limit the amount secured by or
recoverable under this document and does not affect any obligation of any Venturer under
any Transaction Document. The Charge may also secure prospective liabilities in excess of
this specified maximum amount.4.
    
    ENFORCEMENT OF CHARGEA Non-Defaulting Venturer may take action (in its own name) under this document to enforce
the Charge and exercise the powers in this document in respect of all Indebtedness and
Other Obligations owing to it by the Defaulting Venturer, if permitted to do so under
clause 16.7 of the Joint Venture Agreement by written notice to each other Venturer (but
without the need for the consent or agreement of any other Venturer).5.
    
    APPOINTMENT OF RECEIVER5.1
    
    Power to appoint and remove
 (a)
    
    A Venturer entitled under clause 4 to take action to enforce the Charge may
at any time after it becomes entitled to enforce the Charge:
 (i)
    
    appoint a Receiver of all or part of a Defaulting Venturers Charged Property; and(ii)
    
    remove any Receiver it appointed and appoint another in its place.
 (b)
    
    Any appointment or removal under this subclause must be in writing.(c)
    
    Where more than one Venturer is entitled to appoint and remove the Receiver,
the appointment and removal must be made jointly, and in the case of retirement or
death of a Receiver, to appoint (and remove) another Receiver in his or her place.




---



##### 



5.2
    
    After commencement of winding upThe power to appoint a Receiver under clause 5.1 may be exercised even though:
 (a)
    
    an order has been passed to wind up the Defaulting Venturer when the
Non-Defaulting Venturer becomes entitled to enforce the Charge, or when an
appointment is made; or(b)
    
    a Receiver appointed in the circumstances specified in the preceding
paragraph may not, or may not in some respects, act as the Defaulting Venturers agent.
 6.
    
    AGENCY6.1
    
    Agent of Defaulting Venturer
 (a)
    
    Subject to clauses 6.1(b) and 6.2, every Receiver appointed under clause 5 is
taken to be the Defaulting Venturers agent, and the Defaulting Venturer alone is
responsible for the Receivers acts, defaults and remuneration.(b)
    
    A Non-Defaulting Venturer (or each Non-Defaulting Venturer, if more than one)
may by notice to the Receiver and the Defaulting Venturer, require the Receiver to
act as its (or their) agent.
 6.2
    
    Ceasing to be agentIf for any reason (including operation of law) a Receiver ceases to be the Defaulting
Venturers agent because of an order passed to wind up the Defaulting Venturer, the
Receiver immediately becomes the agent of the Non-Defaulting Venturer (or each
Non-Defaulting Venturer, if more than one).7.
    
    POWERS OF ENFORCING PARTY7.1
    
    Enforcing Partys powersSubject to clause 7.2, the Enforcing Party may exercise any or all of the following powers,
rights and discretions and has full power to do all or any of the following:
 (a)
    
    take possession of, collect and get in the Charged Property and for that
purpose to take any proceedings (in the name of the Defaulting Venturer or otherwise as
seems expedient);(b)
    
    give receipts for all money and other property that may come into the hands
of the Enforcing Party in exercise of any power given by this document;(c)
    
    cause the Defaulting Venturer to continue to be associated with the other
Venturers for the purpose of fulfilling its obligations under the Joint Venture
Agreement and the other Transaction Documents or concur in the continuance of
those documents;(d)
    
    for the purposes of clause 7.1(c), raise money on the Charged Property in
priority to this Charge with the consent of all Venturers;(e)
    
    let or lease any of the Charged Property for any term;(f)
    
    sell or concur in selling the Charged Property or any part of interest in the
Charged Property, in accordance with the terms of the Joint Venture Agreement and
otherwise on such terms as it may be in its absolute discretion think fit and to carry




---



##### 



(g)
    
    execute any document (in the name for and on behalf of itself on the
Defaulting Venturer or otherwise) for the purpose of carrying into effect any
power, right or discretion conferred on the Enforcing Party as it may see fit;(h)
    
    make any settlements, arrangements or compromise that it thinks fit;(i)
    
    acquire, in any manner (including, without limitation, to take on a lease of) any
property or any interest in any property, which will then be included in the
relevant Charged Property;(j)
    
    commence, defend, prosecute, settle, discontinue and otherwise
compromise proceedings in the name of the Defaulting Venturer;(k)
    
    perform or enforce, to exercise or refrain from exercising the
Defaulting Venturers rights and powers under, or otherwise to obtain the benefit of,
any documents or agreements or rights which form part of the relevant Charged Property
and any documents entered into in exercise of any power;(I)
    
    employ any person as employee, contractor, agent, professional adviser,
consultant or auctioneer for any purpose at such salary or remuneration as the
Enforcing Party thinks fit;(m)
    
    delegate to any person for such time as the Enforcing Party approves
any of the powers conferred on the Enforcing Party;(n)
    
    surrender or transfer any of the relevant Charged Property;(o)
    
    make, enforce, compromise and settle all claims in respect of insurance;(p)
    
    do anything which the Defaulting Venturer might reasonably do for the
protection or improvement of any of the relevant Charged Property or for obtaining
income or returns from any of that Charged Property (including, without limitation, by
effecting insurance, improvements and repairs or scrapping any property);(q)
    
    operate any bank account comprising part of the relevant Charged
Property and to open any further bank account;(r)
    
    make debtors bankrupt and to wind up and to do all things in relation to any
bankruptcy or winding up which the Enforcing Party thinks necessary or desirable;(s)
    
    exchange with any person any of the relevant Charged Property for other property;(t)
    
    have access to and make use of the premises, plant, equipment and
accounting and other services of the Defaulting Venturer and the services of its
staff;(u)
    
    do or cause to be done everything with respect to the Charged Property
(without being responsible for any resulting loss or damage) that it thinks necessary
and which could have been done or caused to be done by the Enforcing Party if it was
the absolute owner of the Charged Property; and(v)
    
    do anything incidental to any power, right or discretion referred to in this clause 7.1.
 7.2
    
    Construction of Enforcing Partys powersThe Enforcing Partys powers, rights and discretions referred to in clause 7.1:
 (a)
    
    must be interpreted separately and not by reference to one another;
and




---



##### 



(b)
    
    are in addition to all other powers, rights and discretions conferred
on it by law and subject always to the Joint Venture Agreement.
 7.3
    
    Sale of Defaulting Venturers Participating InterestIf under clause 7.1(f), the Enforcing Party wishes to exercise the power of sale in
respect of the Defaulting Partys Participating Interest in all of the Joint Venture
Property, the Enforcing Party shall give notice to the Operator that it wishes to enforce
the Charge in this manner, and clause 17.4, 17.5 and 17.6 of the Joint Venture Agreement
will thereupon take effect and the Defaulting Partys Participating Interest will be dealt
with in accordance with those provisions.8.
    
    PROTECTION OF THIRD PARTIES8.1
    
    Dealing with Enforcing PartyAny person dealing with (including, without limitation, any sale or disposal) the Enforcing
Party is not:
 (a)
    
    bound to enquire whether any event has occurred to authorise the Enforcing
Party to act, whether there has been a default, whether a Receiver has been properly
appointed or about the propriety or regularity of a dealing; or(b)
    
    affected by express notice that a dealing is unnecessary or improper.
 8.2
    
    Dealing deemed to be authorised and validDespite any irregularity or impropriety in any dealing, it is to be treated, for the
protection of the person, the party to the dealing, as being authorised by this document
and valid.8.3
    
    Receipt of money by Enforcing PartyThe receipt of money by any Enforcing Party effectually discharges the person paying any
money from being concerned to see to the application, or being liable or accountable for
any loss or misapplication, of such money.9.
    
    POWERS EXERCISABLE BY NON-DEFAULTING VENTURER9.1
    
    Exercise of powers
 (a)
    
    If and when the Charge becomes enforceable under clause 4, a Non-Defaulting
Venturer may exercise any power of the Enforcing Party in addition to any power it
has as a Non-Defaulting Venturer.(b)
    
    A Non-Defaulting Venturer may do so even though a Receiver is appointed.
 9.2
    
    Protection of Non-Defaulting VenturerThe exercise of any power by a Non-Defaulting Venturer does not cause that
Non-Defaulting Venturer to:
 (a)
    
    be a mortgagee in possession;(b)
    
    account as mortgagee in possession; or(c)
    
    be answerable for any act or omission for which a mortgagee in possession is liable.




---



##### 



9.3
    
    Several or Joint exerciseEach Non-Defaulting Venturer may exercise its right severally or jointly with any other
Non-Defaulting Venturer.10.
    
    REALISATIONAfter the Charge has become enforceable, the Defaulting Venturer must do anything, and
ensure that its employees and agents do anything, that the Enforcing Party may reasonably
require to assist it to realise the Charged Property and exercise any power,
right, discretion or remedy including:
 (a)
    
    execute any transfer (including any transfer in blank) or other
document of or in relation to any Charged Property;(b)
    
    do anything that the Enforcing Party thinks is necessary or desirable under
the law in force in any place where any Charged Property is situated; and(c)
    
    give any notice, order, direction and consent that the Enforcing Party thinks
is necessary or desirable.
 11.
    
    APPLICATION OF MONEY11.1
    
    Order of application of moneyMoney that the Enforcing Party receives under or because of this document is to be
applied in the following order:
 (a)
    
    first, in payment of all costs, charges and expenses of and incidental to the:
 (i)
    
    appointment of a Receiver; and(ii)
    
    exercise or attempted exercise by the Enforcing
Party of any power, right or discretion referred to in this document
(including the Enforcing Partys reasonable remuneration);
 (b)
    
    then, in payment of any other outgoings that the Enforcing Party thinks fit to pay;(c)
    
    then, in discharging any Security Interest having priority to the Charge;(d)
    
    then, in payment to each Non-Defaulting Venturer in proportion to any
Indebtedness owing to it by the Defaulting Venturer and not otherwise recovered;(e)
    
    then, in payment to the Enforcing Party of any amount necessary to give
effect to any indemnity contained in this document; and(f)
    
    then, subject to proper claims enforceable under other Encumbrances, any
surplus must be paid to the Defaulting Venturer.
 11.2
    
    Pari passuIf there is more than one Enforcing Party, claims arising from the priority described in
clauses 11.1(a), 11.1(b) and 11.1(e) rank pari passu with the result that if the amount
realised is insufficient to discharge all Indebtedness described in these clauses, the
amount available is to be apportioned among the claimants in proportion to their respective
claims.




---



##### 



12.
    
    CONTINUING SECURITYThe Charge is a continuing security, and remains in full force in respect of each Venturer
until a final irrevocable discharge of the Charge is given to that Venturer by each other
Venturer despite any transaction or other thing (including a settlement of account or
Intervening payment).13.
    
    INDEMNITYThe Enforcing Party is entitled to receive all reasonable costs and expenses (including
fees of legal advisers) and all Taxes incurred by it in exercising its rights or fulfilling
its obligations under this document. The Defaulting Venturer agrees to pay promptly on
demand from time to time all amounts which the Enforcing Party is entitled to receive in
accordance with this clause and agrees to indemnify the Enforcing Party and each
Non-defaulting Venturer for and to hold them harmless against any Liability incurred by the
Enforcing Party as a result of enforcing the Charge.14.
    
    ENFORCEMENT SUBJECT TO JOINT VENTURE AGREEMENTTo the extent that the Charge relates to a Defaulting Venturers Participating Interest,
the enforcement of the Charge will also be subject to the provisions of the Joint Venture
Agreement. In particular, each person exercising a power of sale or enforcing any other
right conferred by law or by this document must:
 (a)
    
    comply with clauses 26.1 to 26.7 (having regard to the exceptions
specified in clause 26.8) of the Joint Venture Agreement as if it
were a party to it; and(b)
    
    cause an Assignee of a Participating interest to comply with clause 26.7
(having regard to the exceptions specified in clause 26.8) of Joint
Venture Agreement.
 15.
    
    NO MARSHALLINGA Non-Defaulting Venturer is not under any obligation to marshal, appropriate or exercise,
apply, perfect or recover any Encumbrance that the Non-Defaulting Venturer holds at any
time or any funds or property that the Non-Defaulting Venturer may be entitled to receive
or have a claim on.16.
    
    AUTHORITY TO GRANT CHARGEEach Venturer warrants to each other Venturer that it has full power to charge the Charged
Property as provided in this document and also that, if default is made in payment of the
Indebtedness or any part, it is lawful for a Enforcing Party to enter into and upon or
receive and quietly hold, occupy, and enjoy, or take, and have the Charged Property or any
part thereof, without any lawful interruption or disturbance by the Venturer giving the
Charge and freed and discharged from all Encumbrances, claims and demand whatever, other
than those subject to which the Charge is expressly given.17.
    
    NO PAYMENT AVOIDANCEIf any payment by the Defaulting Venturer to a Non-Defaulting Venturer is avoided for any
reason (including any legal limitation, disability or incapacity of or affecting the
Defaulting Venturer or any other fact or circumstance), and whether or not:




---



##### 



(a)
    
    the Indebtedness was illegal, void or substantially avoided; or(b)
    
    any fact or circumstance was or ought to have been within the knowledge of
the Non-Defaulting Venturer,
 the Defaulting Venturer:
 (c)
    
    as an additional independent obligation indemnifies the Non-Defaulting
Venturer against that avoided payment; and(d)
    
    acknowledges that any Liability of the Defaulting Venturer under this
document is the same as if that payment had not been made.
 18.
    
    POWER OF ATTORNEY18.1
    
    Appointment of attorneyWhen the Charge becomes enforceable in relation to a Defaulting Venturer, that Defaulting
Venturer irrevocably appoints each Non-Defaulting Venturer severally to be its attorney to:
 (a)
    
    do anything necessary or desirable in the opinion of the Enforcing Party to:
 (i)
    
    give full effect to this document;(ii)
    
    better secure the payment of the Defaulting
Venturers Indebtedness, the performance of the Defaulting Venturers Other
Obligations or both to each Non-Defaulting Venturer;(iii)
    
    better secure the Charged Property to each
Non-Defaulting Venturer in a manner consistent with this document; or(iv)
    
    assist in the execution or exercise of any power,
 including execute any transfer (including any transfer in blank) or other document;
 (b)
    
    exercise any power, right, discretion or remedy of the Defaulting Venturer; and(c)
    
    do anything that the Defaulting Venturer must or may do, or that
any Non-Defaulting Venturer may do, under this document or by law,
 at that Defaulting Venturers cost.Each Non-Defaulting Venturer may appoint and remove substitutes, and may delegate its
powers under this clause (including this power of delegation) and revoke any delegation.
 18.2
    
    General
 (a)
    
    An attorney appointed under clause 18.1 may do anything contemplated by that
clause even if the attorney is affected by an actual or potential conflict of
interest or duty, or might benefit from doing it.(b)
    
    An attorney appointed under clause 18.1 may do anything contemplated by that
clause in its name, in the name of the Defaulting Venturer or in the name of both
of them.(c)
    
    The Defaulting Venturer must ratify anything done by an attorney
under clause 18.1.(d)
    
    The Defaulting Venturer gives the power of attorney in clause 18.1:




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##### 



(i)
    
    to secure:
 (A)
    
    performance by the Defaulting Venturer of
its other Obligations, payment of its Indebtedness or both to each Non-Defaulting Venturer under this document;(B)
    
    the Charged Property to each Non-Defaulting Venturer in a manner consistent with this document; and(C)
    
    any property interest of a Non-Defaulting Venturer under this document; and
 (ii)
    
    for valuable consideration, receipt of which is
acknowledged by the Defaulting Venturer.
 19.
    
    DISCHARGEEach Venturer acknowledges and agrees that no other Venturer is under any obligation to
grant a discharge of the Charge or any other Security Interest granted under it unless:
 (a)
    
    the Venturer seeking the discharge has no continuing or subsisting
obligations under the Joint Venture Agreement;(b)
    
    no Indebtedness is owing or Other Obligation is to be performed by the
Venturer seeking the discharge; and(c)
    
    no Indebtedness is contingently owing or Other Obligation is contingently to
be performed by the Venturer seeking the discharge (except where there is no reasonable likelihood of the contingent event occurring),
 at the time that discharge is sought.
 20.
    
    REGISTRATION AND STAMPINGEach Venturer must at its own cost:
 (a)
    
    use its best endeavours to cause this document to be approved and registered under the Mining Act in respect of the Tenements;(b)
    
    ensure that this document is registered (and not just provisionally) under the Companies Act;(c)
    
    ensure that this document is registered in any other places which any other
Venturer notifies to it if any other Venturer is reasonably satisfied that
registration is necessary or desirable to perfect the Charge or to protect the rights of any
other Venturer under this document;(d)
    
    obtain all necessary Authorisations in relation to this document and lodge
them for registration in each jurisdiction required to perfect the Charge;(e)
    
    ensure that this document is stamped for the proper amount in each
jurisdiction in which this document is required to be stamped; and(f)
    
    do everything necessary in each jurisdiction required to perfect the Charge.




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##### 



21.
    
    LIABILITY FOR EXPENSESSubject to clause 13, each Venturer must bear its own expenses (including fees of legal
advice incurred in connection with:
 (a)
    
    the negotiation, preparation, execution, stamping and registration of this document;(b)
    
    the transactions that this document contemplates; and(c)
    
    any amendment to, or any consent, approval, waiver, release or discharge of
or under, this document.
 22.
    
    GSTIf all or any part of any payment by a Venturer under this document is the consideration
for a taxable supply for GST purposes, then:
 (a)
    
    subject to the payee first providing a tax invoice to that Venturer, when
making the payment the Venturer must pay to the payee an additional amount equal to that
payment multiplied by the appropriate rate of GST (currently 10%); and(b)
    
    to the extent that this clause does not cover a matter between the parties
relating to GST, the provisions of the Joint Venture Agreement apply.
 23.
    
    NOTICES23.1
    
    How to give a noticeA notice, consent or other communication under this document is only effective if it is:
 (a)
    
    in writing, signed by or on behalf of the person giving it;(b)
    
    addressed to the person to whom it is to be given; and(c)
    
    either:
 (i)
    
    delivered or sent by pre-paid mail (by airmail, if the addressee is overseas) to that persons address; or(ii)
    
    sent by fax to that persons fax number and the machine from which it is sent produces a report that states that it was sent in full.
 23.2
    
    When a notice is givenA notice, consent or other communication that complies with this clause is regarded as
given and received:
 (a)
    
    if it is delivered or sent by fax:
 (i)
    
    by 5.00 pm (local time in the place of receipt) on
a Business Day  on that day; or(ii)
    
    after 5.00 pm (local time in the place of receipt)
on a Business Day, or on a day that is not a Business Day  on the next
Business Day; and
 (b)
    
    if it is sent by mail:




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(i)
    
    within Papua New Guinea  3 Business Days after posting; or(ii)
    
    to or from a place outside Papua New Guinea  7
Business Days after posting.
 23.3
    
    Address for noticesA persons address and fax number are those set out below, or as the person notifies the
sender:
 MCGAddress:
    
    [address]Fax number:
    
    [number]Attention:
    
    [name]NewcrestAddress:
    
    [address]Fax number:
    
    [number]Attention:
    
    [name]
 24.
    
    GENERAL
 24.1
    
    Governing law
 (a)
    
    This document is governed by the laws of Papua New Guinea.(b)
    
    Each party submits to the jurisdiction of the courts of Papua New Guinea and
of any court that may hear appeals from any of those courts, for any proceedings in connection with this document.(c)
    
    To the extent that any party has or in the future acquires any immunity from the
jurisdiction of any court or from any legal process (whether through suit, service of
notice, attachment before judgment, attachment in aid of execution any
enforcement or otherwise) with respect to itself or its property, each party
irrevocably waives that immunity in respect of its obligations under this document
or otherwise in respect of the Joint Venture.
 24.2
    
    Giving effect to documentsEach party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that any other party may
reasonably require to give full effect to this document.24.3
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:
 (a)
    
    no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;(b)
    
    a waiver of a right on one or more occasions does not operate as a waiver of that
right or as an estoppel precluding enforcement of that right if it arises again; and(c)
    
    the exercise of a right does not prevent any further exercise of that right or of any other right.




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24.4
    
    SeveranceAny provision of this document which is unenforceable or partly unenforceable is,
where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this
document.24.5
    
    Operation of indemnities
 (a)
    
    Each indemnity in this document survives the expiry or termination of this document.(b)
    
    A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.
 24.6
    
    ConsentsWhere this document contemplates that a party may agree or consent to
something (however it is described), the party may:
 (a)
    
    agree or consent, or not agree or consent, in its absolute discretion; and(b)
    
    agree or consent subject to conditions,
 unless this document expressly contemplates otherwise.
 24.7
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a party, or the exercise by
a party of a right or remedy, under or relating to this document is excluded to the
full extent permitted by law.24.8
    
    Inconsistency with other documentsIf there is a conflict between provisions in any of the Transaction Documents then,
unless otherwise expressly agreed in writing by the parties to this document, they
rank in order of precedence as follows:
 (a)
    
    first, the Joint Venture Agreement;(b)
    
    second, this document; and(c)
    
    third, the other Transaction Documents.
 24.9
    
    CounterpartsThis document may be executed in counterparts.




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EXECUTED




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MEMORIAL OF APPROVAL OF AN INSTRUMENT
   [               ]Minister for Mining   (Registrars signature)(date)




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Schedule 6
 ASSUMPTION DEED




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Assumption Deed
 [Name of Outgoing Party]
 [Name of New Party]
 [Name of Continuing Party]
 [Name of Continuing Party]
  
 Reference




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Contents
 1.
    
    INTERPRETATION
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    Joint Venture Agreement definitions apply
    
    
    41.3
    
    Rules for interpreting this document
    
    
    42.
    
    ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS UNDER
CERTAIN AGREEMENTS
    
    
    42.1
    
    Assignment and assumption
    
    
    42.2
    
    Continuing Parties consent
    
    
    52.3
    
    No further rights and release from obligations
    
    
    52.4
    
    Continued responsibility for prior obligations
    
    
    53.
    
    EFFECTIVE DATE
    
    
    63.1
    
    Effective Date
    
    
    63.2
    
    What must be done on the Effective Date
    
    
    63.3
    
    Waiver of conditions
    
    
    63.4
    
    Obligation to satisfy conditions
    
    
    63.5
    
    Result of non-satisfaction of conditions
    
    
    74.
    
    LIABILITY FOR EXPENSES
    
    
    74.1
    
    Liability of each party
    
    
    74.2
    
    Liability of New Party
    
    
    75.
    
    GST
    
    
    75.1
    
    GST indemnity
    
    
    75.2
    
    GST on claims
    
    
    86.
    
    NOTICES
    
    
    86.1
    
    How to give a notice
    
    
    86.2
    
    When a notice is given
    
    
    86.3
    
    Address for notices
    
    
    97.
    
    GENERAL
    
    
    97.1
    
    Governing law
    
    
    97.2
    
    Giving effect to documents
    
    
    97.3
    
    Waiver of rights
    
    
    97.4
    
    Operation of this document
    
    
    107.5
    
    Operation of indemnities
    
    
    107.6
    
    Operation of relevant provisions
    
    
    107.7
    
    Consents
    
    
    107.8
    
    No merger
    
    
    107.9
    
    Exclusion of contrary legislation
    
    
    117.10
    
    Inconsistency with other documents
    
    
    117.11
    
    Counterparts
    
    
    11




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##### 



ASSUMPTION DEED
 DATE
 PARTIES
 [Name of Party] (Outgoing Party)[Name of Party] (New Party)[Name of Party][Name of Party] (Operator)
(together referred to as the Continuing Parties)
 RECITALS
 A.
    
    The Continuing Parties and the Outgoing Party are the only parties to the
Joint Venture Agreement, the Services Agreement and, among others,
are parties to the Master Co-operation Agreement and
[specifyothertransaction
documents].B.
    
    The New Party is to replace the Outgoing Party under the Joint Venture Agreement and the Services Agreement on the terms set out below.C.
    
    Under the Joint Venture Agreement, it is a condition precedent to the Outgoing Party transferring its Participating Interest to the New Party that the New Party executes an
Assumption Deed under which the New Party becomes bound by the Joint
Venture Agreement and the Services Agreement.D.
    
    This document is the Assumption Deed required under clause 27.7(a) of the Joint Venture Agreement.
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.Authorisationmeans:
 (a)
    
    an authorisation, consent, declaration, exemption, notarisation or waiver, however it is described; and(b)
    
    in relation to anything that could be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period
without that action being taken,
 including any mining title, development approval, environmental approval and any
renewal or amendment of any of them.




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Business Daymeans:
 (a)
    
    for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the
notice, consent or other communication is sent; and(b)
    
    for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Port Moresby and
Melbourne, Australia.
 Companies Actmeans the Companies Act 1997.Effective
Datehas the meaning set out in clause 3.1.Encumbrancemeans a mortgage, charge, pledge, lien, hypothecation or title
retention arrangement, a right of set off or right to withhold payment of a deposit
or other money, a notice under section 356 of the Income Tax Act 1959or any
similar legislation, or an easement, restrictive covenant, caveat or similar
restriction over property, or an agreement to create any of them or to allow any of
them to exist.Excluded Taxmeans a Tax on net income in any jurisdiction, other than:
 (a)
    
    a Tax that is calculated on or by reference to the gross amount of any payment derived by a party under this document or the transactions that this
document contemplates (unless the Tax is imposed because the party has not given its tax file number to the person who made the payment); or(b)
    
    a Tax that is imposed because a party is regarded as being subject to tax in a jurisdiction solely because it is a party or because it is
participating in the transactions that this document contemplates.
 Existing Cross Chargemeans the Cross Charge dated
[Insert date]between the
Outgoing Party and the Continuing Parties (other than the Operator).Government Agencymeans:
 (a)
    
    a government or government department or other government body;(b)
    
    a governmental, semi-governmental or judicial person; or(c)
    
    a person (whether autonomous or not) who is charged with the administration of a law.
 GSTmeans a goods and services tax or similar value added tax levied or imposed
under the GST Law or otherwise on a supply.GST Lawmeans Goods and Services Tax Act 2003.Guaranteemeans a guarantee, indemnity, letter of credit, performance bond, binding
letter of comfort, or other undertaking or obligation (whether conditional or
unconditional):
 (c)
    
    to:
 (i)
    
    provide funds (including by the
purchase of property), or otherwise to make property available,
in or to enable payment or discharge of;(ii)
    
    indemnify against the
consequences of default in the payment or performance of; or(iii)
    
    otherwise be responsible for,




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an obligation (whether or not it involves the payment of
money), or
 (d)
    
    otherwise to be responsible for the solvency or financial condition,
 of any other person.Joint Venture Agreementmeans the joint venture agreement between Morobe
Consolidated Goldfields Limited, Newcrest PNG 1 Limited and Hidden Valley Services
Limited dated [Insert date and reference to any amending deeds and assumption
deeds].Liabilitymeans a claim, demand, proceeding, cost, loss, expense, obligation and
liability, arising under statute or common law or in equity, and arising in
contract or in tort or otherwise.New Cross Chargemeans the Cross Charge to be given by the New Party in favour of
the Continuing Parties (other than the Operator).Security Interestmeans an Encumbrance that secures the payment of money or the
performance of an obligation, or any other interest or arrangement of any kind that
gives a creditor priority over other creditors in relation to any property.Taxmeans a tax, levy, duty, charge, deduction or withholding, however it is
described, that is imposed by law or a Government Agency, together with any
related interest, penalty, fine or other charge.Transaction Documentsmeans the Joint Venture Agreement, the Existing Cross
Charge, the Services Agreement [any other relevant documents eg Priority Deeds].Venturermeans a party to the Joint Venture Agreement, excluding the Operator.1.2
    
    Joint Venture Agreement definitions applyAny term used in this document that is not defined in this document but is defined
in the Joint Venture Agreement has the meaning given to it in the Joint Venture
Agreement.1.3
    
    Rules for interpreting this document
 (a)
    
    All rules for interpreting the Joint Venture Agreement set
out in clauses 1.2 and 1.3 of that document as amended, apply in interpreting this document, except
where the context makes it clear that a rule is not intended to apply.(b)
    
    All references to clausesin this document are references to clauses (including
subclauses and paragraphs) in this document unless specifically
stated otherwise in this document.
 2.
    
    ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS UNDER CERTAIN AGREEMENTS2.1
    
    Assignment and assumptionWith effect on and from the Effective Date:
 (a)
    
    the Outgoing Party assigns all its rights and interests under the Joint Venture
Agreement, the Existing Cross Charge and the Services Agreement [any relevant third party agreement including any Priority Deeds]to the New Party;




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##### 



(b)
    
    the New Party assumes all of the Outgoing Partys obligations and Liabilities under
the Joint Venture Agreement and the Services Agreement other than obligations and Liabilities that arose before the Effective Date;(c)
    
    the New Party is bound by and must comply with all of the Outgoing Partys obligations under the Joint Venture Agreement and the Services Agreement
(other than obligations that arose before the Effective Date) as if the New Party were a party to the Joint Venture Agreement and the Services Agreement instead of
the Outgoing Party; and(d)
    
    the New Party agrees to be bound by all valid decisions of the Joint Venture Committee which are applicable to the Outgoing Party.
 2.2
    
    Continuing Parties consentEach Continuing Party:
 (a)
    
    consents to the Outgoing Party transferring its Participating Interest to the New Party;(b)
    
    consents to the Outgoing Party assigning its rights and interests under the Joint Venture Agreement, the Existing Cross Charge and the Services Agreement to
the New Party under clause 2.1;(c)
    
    consents to the New Party assuming the Outgoing Partys obligations and Liabilities under the Joint Venture Agreement and the Services Agreement
under clause 2.1;(d)
    
    acknowledges and agrees that the New Party can exercise all of the rights and benefits of the Outgoing Party under the Joint Venture Agreement, the
Existing Cross Charge and the Services Agreement; and(e)
    
    agree to be bound by the Joint Venture Agreement and the Services Agreement with the New Party as party to it instead of the Outgoing Party.
 2.3
    
    No further rights and release from obligations
 [Note:
 With effect on and from the Effective Date, each Continuing Party and the Outgoing
Party:
 (a)
    
    have no further rights against each other under the Joint Venture Agreement and the Services Agreement other than rights that arise before the Effective
Date; and(b)
    
    release each other from all obligations and Liabilities under the Joint Venture Agreement and the Services Agreement other than obligations and Liabilities that
arise before the Effective Date.
 2.4
    
    Continued responsibility for prior obligationsEach Continuing Party and the Outgoing Party continue to be responsible for all of
its obligations and Liabilities under the Joint Venture Agreement and the Services
Agreement that arise before the Effective Date.




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##### 



3.
    
    EFFECTIVE DATE3.1
    
    Effective DateThe Effective Date is 5pm on the later to occur of:
 (a)
    
    [date];and(b)
    
    the next Business Day after the date on which the Continuing Parties notify the other parties that all of the following conditions precedent have been
satisfied or otherwise waived:
 (i)
    
    this document (including the giving of
the New Cross Charge pursuant to clause 3.2(a)) has been approved by
the Minister for Mining and is registered pursuant to the Mining Act
1992;and(ii)
    
    New Party obtains certification under
the Investment Promotion Act 1992on terms acceptable to each
Continuing Party.
 3.2
    
    What must be done on the Effective DateOn the Effective Date:
 (a)
    
    the New Party must execute and deliver the New Cross Charge in accordance with clause 11.1 of the Joint Venture Agreement;(b)
    
    the Outgoing Party must execute and deliver to New Party an effective assignment or novation of
[describe relevant document]and the consent to the assignment
of each person, If consent is needed;(c)
    
    [insert administration documents to be completed, procedures to be performed on the Effective Date to assign the Participating Interest and
rights under the JVA and the Services Agreement].
 3.3
    
    Waiver of conditions
 (a)
    
    The Continuing Parties may, in their sole and absolute discretion, rely on or waive the breach or non fulfilment of a condition referred to in clause 3.1(b)
(except that the party must not waive a condition if it would result in a breach of law).(b)
    
    The breach or non fulfilment of a condition may only be waived in writing.
 3.4
    
    Obligation to satisfy conditionsEach party must:
 (a)
    
    use its reasonable endeavours (other than waiver) to ensure that each condition referred to in clause 3.1(b) is satisfied on or before the Effective Date;(b)
    
    promptly give each other party all information reasonably requested by that party in connection with any application required to satisfy a condition;(c)
    
    keep each other party informed of any circumstances which may result in any of those conditions not being satisfied in accordance with its terms; and(d)
    
    promptly advise each other party of the satisfaction of a condition.




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3.5
    
    Result of non-satisfaction of conditions
 (a)
    
    If the conditions referred to in clause 3.1(b) are not satisfied or waived under
clause 3.3 on or before [insert date], then any Continuing Party may, before satisfaction or waiver of those conditions, terminate this document by
giving written notice to the other parties.(b)
    
    If this document is terminated in accordance with clause 3.5(a), then all rights and obligations under this document other than:
 (i)
    
    this clause 3 and clauses 1 (Interpretation), 4 (Liability for expenses), 6 (Notices) and 7 (General);(ii)
    
    any clause which is expressed to survive termination of this document; and(iii)
    
    rights that accrue before the date on which the notice is given, terminate on the day of the notice.
 4.
    
    LIABILITY FOR EXPENSES4.1
    
    Liability of each partySubject to clause 4.2 and clause 5.1, each party must pay its own expenses incurred
in negotiating, executing and registering this document.4.2
    
    Liability of New PartyThe New Party must indemnify each other party against, and must pay each other
party on demand the amount of, all Taxes (other than Excluded Taxes) and reasonable
expenses incurred in connection with:
 (a)
    
    the negotiation, preparation, execution, stamping and registration of this document
and the satisfaction of any conditions precedent (including the stamping and registration of the New Cross Charge);(b)
    
    the transactions that this document contemplates; and(c)
    
    any amendment to, or any consent, approval, waiver, release or discharge of or under, this document,
 including legal expenses on a full indemnity basis, each Continuing Partys
internal administration and legal costs at the rate and on the basis determined by
the Continuing Party and expenses incurred in engaging consultants.5.
    
    GST5.1
    
    GST IndemnityIf the Outgoing Party or the Continuing Parties must pay GST on any supply under or
in connection with this document, then:
 (a)
    
    the New Party must:
 (i)
    
    indemnify the Outgoing Party and each Continuing Party from that GST; and




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(ii)
    
    pay to the Outgoing Party (or the
Continuing Parties) an amount equal to that GST within 5 Business Days
of a request by the Outgoing Party (or the Continuing Parties) for
payment for the GST, which may be in the form of a tax invoice; and
 (b)
    
    the Outgoing Party (or the Continuing Parties) need not
refund to the New Party any amount for GST paid to the Commissioner of
Taxation unless the Outgoing Party (or the Continuing Parties) received a
refund or credit for that amount
 5.2
    
    GST on claims
 (a)
    
    If a payment to satisfy a claim or a right to claim under or in connection with this
document (for example, for misleading or deceptive conduct or for misrepresentation or for a breach of any warranty or for indemnity or for
reimbursement of any expense) gives rise to a Liability to pay GST, the payer must pay, and indemnify the payee on demand against the amount of that GST.(b)
    
    If a party has a claim under or in connection with this document for a cost on which that party must pay GST, the claim is for the cost plus all GST (except any
GST for which that party is entitled to an input tax credit).(c)
    
    If a party has a claim under or in connection with this document whose amount depends on actual or estimated revenue or which is for a loss of revenue,
revenue must be calculated without including any amount received or receivable as reimbursement for GST (whether that amount is separate or included as part of a larger amount).
 6.
    
    NOTICES6.1
    
    How to give a noticeA notice, consent or other communication under this document is only effective if
it is:
 (a)
    
    in writing, signed by or on behalf of the person giving it;(b)
    
    addressed to the person to whom it is to be given; and(c)
    
    either:
 (i)
    
    delivered or sent by pre-paid mail (by airmail, if the addressee is overseas) to that persons address; or(ii)
    
    sent by fax to that persons fax number and the machine from which it is sent produces a report that
states that it was sent in full.
 6.2
    
    When a notice is givenA notice, consent or other communication that complies with this clause is regarded
as given and received:
 (a)
    
    if it is delivered or sent by fax:
 (i)
    
    by 5.00 pm (local time in the place of receipt) on a Business Day  on that day; or(ii)
    
    after 5.00 pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day
 on the next Business Day; and
 (b)
    
    if it is sent by mail:




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(i)
    
    within Papua New Guinea  3 Business Days after posting; or(ii)
    
    to or from a place outside Papua New
Guinea  7 Business Days after posting.
 6.3
    
    Address for noticesA persons address and fax number are those set out below, or as the person
notifies the sender:
 Outgoing PartyAddress:
    
    [address]Fax number:
    
    [number]Attention:
    
    [name]New PartyAddress:
    
    [address]Fax number:
    
    [number]Attention:
    
    [name]Continuing PartyAddress:
    
    [address]Fax number:
    
    [number]Attention:
    
    [name]Continuing PartyAddress:
    
    [address]Fax number
    
    [number]Attention:
    
    [name]
 7.
    
    GENERAL7.1
    
    Governing law
 (a)
    
    This document is governed by the laws of Papua New Guinea.(b)
    
    Each party submits to the non-exclusive jurisdiction of the courts exercising
jurisdiction in Papua New Guinea, and any court that may hear appeals from any
of those courts, for any proceedings in connection with this document, and waives any right it might have to claim that those courts are an inconvenient forum.(c)
    
    To the extent that any party has or in the future acquires any immunity from the jurisdiction of any court or from any legal process (whether through suit, service of
notice, attachment before judgment, attachment in aid of execution, any enforcement or otherwise) with respect to itself or its property, each party irrevocably waives that immunity in respect of its obligations under this document
or otherwise in respect of the joint venture.
 7.2
    
    Giving effect to documentsEach party must do anything (including execute any document), and must ensure that
its employees and agents do anything (including execute any document), that any
other party may reasonably require to give full effect to this document7.3
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:




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(a)
    
    no other conduct of a party (including a failure to exercise, or delay in exercising,
the right) operates as a waiver of the right or otherwise prevents the exercise of the right;(b)
    
    a waiver of a right on one or more occasions does not operate as a waiver of that right or as an estoppel precluding enforcement of that right if it arises
again; and(c)
    
    the exercise of a right does not prevent any further exercise of that right or of any other right
 7.4
    
    Operation of this document
 (a)
    
    Any right that a person may have under this document and the Transaction Documents is in addition to, and does not replace or limit, any other right
that the person may have.(b)
    
    Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this document
 7.5
    
    Operation of indemnities
 (a)
    
    Each indemnity in this document survives the expiry or termination of this document(b)
    
    A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.(c)
    
    if a provision of this document is expressed to:
 (i)
    
    indemnify;(ii)
    
    exclude or limit any Liability of; or(iii)
    
    otherwise benefit,
 a person who is not a party to this document, the parties agree that the
party holds the benefit of that indemnity, exclusion, limitation or other
benefit on trust for that person and may enforce this document on their
behalf and for their benefit.
 7.6
    
    Operation of relevant provisionsClauses 1 (Interpretation), 4 (Liability for expenses), 6 (Notices), 7 (General)
survive the expiry or termination of this document7.7
    
    ConsentsWhere this document contemplates that a party may agree or consent to
something (however it is described), the party may:
 (a)
    
    agree or consent, or not agree or consent, in its absolute discretion; and(b)
    
    agree or consent subject to conditions,
 unless this document expressly contemplates otherwise.7.8
    
    No mergerNothing in this document merges with any other Security Interest, or any
Guarantee, judgment or other right or remedy that a party may hold at any
time.




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7.9
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a party, or the exercise by
a party of a right or remedy, under or relating to this document is excluded to the
full extent permitted by law.7.10
    
    Inconsistency with other documentsIf there is a conflict between provisions in this document and any of the
Transaction Documents then, unless otherwise expressly agreed in writing by the
parties, they rank in order of precedence as follows:
 (a)
    
    first, Joint Venture Agreement;(b)
    
    second, this document;(c)
    
    third, the Service Agreement; and(d)
    
    fourth, the other Transaction Documents.
 7.11
    
    CounterpartsThis document may be executed in counterparts.
 EXECUTED




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MEMORIAL OF APPROVAL OF AN INSTRUMENT
   Minister for Mining   (Registrars signature)(date)




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##### 



Schedule 7
 CONFIDENTIALITY AGREEMENT
    PRIVATE AND CONFIDENTIAL
  Hidden
Valley Joint Venture  Access to site and information
 1.
    
    CONFIDENTIALITYIn accordance with clause 7.9 of the Joint Venture Agreement
dated [insert date]
relating to the Hidden Valley Joint Venture (Joint Venture), the Venturer has
notified that us you wish to gain access to a Joint Venture tenement or information
relating to the Joint Venture, or both, for one of the following purposes:
 o
    
    financing of Venturers interest in Joint Venture;o
    
    restating Venturers reserves; oro
    
    directly in connection with proposed sale of Venturers interests in the Joint Venture.
 (tick appropriate box)each of which purpose is permitted by clause 7.9 (Permitted Purpose). The terms of
the JVA require that you to agree to keep strictly confidential all Confidential
Information disclosed to you as a consequence of being provided Access.In consideration of being given the Access sought, you acknowledge that the
Confidential Information is secret, confidential and of value to the Joint Venture,
and its unauthorised use or disclosure may significantly damage the Joint Ventures
business, and you agree that you must:
 (a)
    
    keep the Confidential Information secret and confidential at all times;(b)
    
    not use the Confidential Information except for a Permitted Purpose;(c)
    
    not disclose any Confidential Information to anyone except those of your officers,
employees, advisers or agents who need to receive that information for the Permitted Purpose, and then only to the extent needed for each such person;
and(d)
    
    ensure that each person to whom you disclose the information makes the same acknowledgment, and agrees to comply with, and does comply with (a), (b)
and (c) above.




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2.
    
    RETURN OF CONFIDENTIAL INFORMATIONOn request by us, you must deliver up to us all documents, materials, media or
other things recording, containing, setting out or referring to any Confidential
Information and all copies of them, or if they are in electronic form, erase or
destroy them and provide evidence of erasure or destruction to our satisfaction.3.
    
    CONTINUING OBLIGATIONSThe obligations set out in this letter continue beyond the period of your
Access and continue after return of the Confidential Information.4.
    
    INTERPRETATIONIn this letter:Affiliatesmeans, in relation to a body corporate:
 (a)
    
    that bodys related corporations;(b)
    
    that bodys directors; and(c)
    
    the persons who have a substantial holding in that body.
 Confidential Informationmeans all information in any form or medium relating to
the Joint Venture, its businesses or affairs which is disclosed to you or your
officers, employees, advisers or agents by Hidden Valley Services Limited or the
Venturer or any of its officers, employees, advisers or agents, including, without
limitation, any information derived in any manner by you or on your behalf from the
information disclosed, but does not include any information which you can show:
 (a)
    
    is in the public domain, otherwise than as a result of a breach of the contents of this letter; or(b)
    
    is already known to you prior to the disclosure or which is subsequently known to
you as a result of disclosure by another source which was not subject to any agreement for confidentiality.
 Venturermeans [name of Venturer]and each of its Affiliates.In this letter the following rules apply, in interpreting the letter, unless the
context otherwise requires:
 (a)
    
    the terms relevant interestand related corporationhave the same meaning as given to those terms in the Companies Act 1997(PNG); and(b)
    
    a person has a substantial holdingin a body corporate if the total votes attached to the voting shares in the body in which it or its associates have a
relevant interest are 5% or more of the total number of votes attached to those shares in the body.




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Signature
of [name]Name (printed)Date




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MEMORIAL OF APPROVAL OF AN INSTRUMENT
   Hon Dr Puka Temu, CMG, MPMinister for Mining   (Registrars signature)(date)




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Annexure A
 MAP SHOWING JV AREA AND JV NON-COMPETITION AREA




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Annexure B
 SHAREHOLDERS AGREEMENT




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Hidden Valley Services  Limited Shareholders  Agreement
 Morobe Consolidated Goldfields Limited
 Newcrest PNG 1 Limited
 Hidden Valley Services Limited
  
 Reference
 ©




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Contents
 1.
    
    
    INTERPRETATION
    

    11.1      Definitions
    

    11.2      Rules for interpreting this document
    

    22.
    
    
    CONDITIONS PRECEDENT
    

    22.1      Conditions precedent to document
    

    22.2      Failure of conditions precedent
    

    33.
    
    
    ESTABLISHMENT OF THE COMPANY
    

    33.1      Name of Company
    

    33.2      Object of the Company
    

    33.3      Obligations on Commencement Date
    

    34.
    
    
    SHAREHOLDING IN THE COMPANY AT THE COMMENCEMENT DATE
    

    34.1      A Class Shares
    

    34.2      B Class Shares
    

    34.3      Shares
    

    35.
    
    
    THE BOARD
    

    35.1      Appointment and removal of Directors
    

    35.2      Directors
    

    45.3      Chairman of Directors
    

    45.4      Shareholders to ensure Board performance
    

    46.
    
    
    MANAGEMENT OF THE COMPANY
    

    46.1      Board
    

    46.2      Operating Committee
    

    57.
    
    
    CONTRACTS WITH VENTURERS OR AFFILIATES
    

    58.
    
    
    TRANSFER OF SHARES AND CHANGE OF CONTROL
    

    58.1      Restriction on Transfer
    

    58.2      Pre-emptive right
    

    58.3      Partial sale- no pre-emptive right
    

    58.4      Obligation to transfer
    

    58.5      Notice on Share certificate
    

    59.
    
    
    DISPUTE RESOLUTION
    

    69.1      Application
    

    69.2      Notice of dispute or difference
    

    69.3      Negotiation between Representatives
    

    69.4      Negotiation by senior management
    

    79.5      Arbitration
    

    89.6      Continuance of performance
    

    89.7      Summary or urgent relief
    

    8




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10.
    
    
    TERMINATION
    

    810.1      Termination of document
    

    810.2      Consequences of termination
    

    910.3      Clauses surviving termination
    

    910.4      Company to be wound up
    

    911.
    
    
    CONFIDENTIALITY
    

    912.
    
    
    NOTICES
    

    1012.1      How to give a notice
    

    1012.2      When a notice is given
    

    1012.3      Address for notices
    

    1013.
    
    
    AMENDMENT AND ASSIGNMENT
    

    1113.1      Amendment
    

    1113.2      Assignment to related corporations
    

    1114.
    
    
    GENERAL
    

    1114.1      Governing law
    

    1114.2      Liability for expenses
    

    1114.3      No partnership or agency
    

    1114.4      Giving effect to this document
    

    1114.5       Waiver of rights
    

    1214.6      Operation of this document
    

    1214.7      Operation of indemnities
    

    1214.8      Consents
    

    1214.9      Exclusion of contrary legislation
    

    1214.10    Counterparts
    

    1214.11    Inconsistency with the Constitution
    

    1214.12    Attorneys
    

    13




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Hidden Valley Services Limited  Shareholders Agreement
 DATE
 PARTIES
 Morobe Consolidated Goldfields Limited,a company incorporated in PNG, the
registered office of which is Level 4, Mogoru Moto Building, Champion Parade, Port
Moresby (MCG)Newcrest PNG 1 Limited,a company incorporated in PNG, the registered office of
which is Level 5, Pacific Place, corner of Musgrave Street and Champion Parade,
Port Moresby (Newcrest)Hidden Valley Services Limited,a company incorporated in PNG, the registered
office of which is Level 4, Mogoru Moto Building, Champion Parade, Port Moresby
(Company)
 RECITALS
 A.
    
    Under the terms of the Joint Venture Agreement, MCG and Newcrest have
agreed to establish and, with the Company, operate a joint venture for the exploration for
and the development, mining and production of Mineral Products in the Tenements.B.
    
    The Joint Venture Agreement provides that as soon as possible after the
commencement of the Joint Venture, MCG and Newcrest must take all steps necessary to establish
the Company, including execution of a shareholders agreement in respect of the
Company.C.
    
    This document records the terms under which MCG and Newcrest have agreed
to appoint the Company as the operator of the Joint Venture.D.
    
    This document records the terms under which the Company will be owned,
managed and controlled.
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document. Any other term used in this
document that is capitalised has the meaning given to it in the Joint Venture
Agreement.A Class Sharesmeans A Class Shares on issue.B Class Sharesmeans B Class Shares on issue.Boardmeans the board of directors of the Company.Businessmeans the business of the Company which is to act as the Operator of the
Joint Venture under the terms of the Joint Venture Agreement and any other
business which the Shareholders agree by Unanimous Decision should be a business
of the Company.




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Classhas the meaning given in the Constitution, and
Class of Shares has
a corresponding meaning.Constitutionmeans the constitution of the Company from time to time.Dealmeans dispose in any way and includes assign, assure, declare a trust, lend,
mortgage, pledge, transfer and sell (and to agree to do any of those things).Directormeans a director of the Company.Joint Venture Agreementmeans the joint venture agreement between the Company, MCG
and Newcrest dated [date] 2008.Master Purchase and Farmin Agreementmeans the document of that name between MCG,
Wafi Mining Limited, Morobe Exploration Limited, Newcrest, Newcrest PNG 2 Limited
and Newcrest PNG 3 Limited.Operating Committeemeans the committee of the Board established in accordance with
clause 6.2.Partymeans a party to this document.Proportionate Interesthas the meaning given in the Constitution.Sharemeans an ordinary issued share in the capital of
the Company.Shareholder means MCG or Newcrest.Shareholders Meetingmeans a meeting of members of the Company held in accordance
with the Constitution.SMRmeans a senior management representative of a party but the SMR must not
be directly involved in the Dispute or as a Representative appointed under
clause 9.3(a).Transaction Documentshas the meaning given in the
Joint Venture Agreement.Unanimous Decisionmeans 100% of votes in favour of a proposed resolution at
a meeting of Directors or Shareholders.Unanimous Votemeans all of the votes that may be cast on a proposed resolution by
those participating in the vote whether present at the meeting or otherwise are
cast in favour of the resolution.1.2
    
    Rules for interpreting this document
 (a)
    
    All rules for interpreting the Joint Venture Agreement set
out in clauses 1.2 and 1.3 of that document as amended, apply in interpreting
this document, except where the context makes it clear that a rule is not
intended to apply.(b)
    
    All references to clausesin this document are references to
clauses (including subclauses and paragraphs) in this document unless
specifically stated otherwise in this document.
 2.
    
    CONDITIONS PRECEDENT2.1
    
    Conditions precedent to documentThe formation of a binding contract by this document and any rights and obligations
arising under it (except for this clause and clauses 1 (Interpretation), 12
(Notices),




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##### 



11 (Confidentiality) and 14 (General) are subject to all conditions precedent set
out in the Joint Venture Agreement being satisfied or waived in accordance with the
terms of that document.2.2
    
    Failure of conditions precedentIf the conditions referred to in clause 2.1 have not been satisfied or waived by
all the relevant parties by the End Date, this document is cancelled and has no
further effect, but without prejudice to any rights or remedies which any Party may
have against any other Party which have already arisen.3.
    
    ESTABLISHMENT OF THE COMPANY3.1
    
    Name of CompanyThe name Hidden Valley Services Limitedis the property of the Company.3.2
    
    Object of the CompanyIt is the Shareholders intention that the Company is to act as the Operator of the
Joint Venture and is to dedicate itself on an exclusive basis to the efficient and
economic conduct of the Joint Venture.3.3
    
    Obligations on Commencement DateOn or before the Commencement Date, the Shareholders must procure that the Company
adopts the document in the form set out in Annexure A as the Constitution of the
Company.4.
    
    SHAREHOLDING IN THE COMPANY AT THE COMMENCEMENT DATE4.1
    
    A Class SharesImmediately prior to the Commencement Date, MCG will hold 50 A Class Shares (issued
at an aggregate subscription price of 50 Kina and paid in full by MCG).4.2
    
    B Class SharesOn the Commencement Date, Newcrest must apply and pay for, and the Company must
issue to Newcrest, 50 B Class Shares at an aggregate subscription price of 50 Kina.4.3
    
    SharesExcept as provided for in clauses 4.1 and 4.2, the Company must not, without the
prior written consent of each Shareholder, issue or grant options over (or agree to
issue or grant options over) any Shares or other securities of the Company to any
person.5.
    
    THE BOARD5.1
    
    Appointment and removal of Directors
 (a)
    
    Subject to the appointee Directors being eligible to act,
the holder of each class of Shares must appoint 3 Directors to the Board
and, while it remains a Shareholder, may replace these Directors in
accordance with this clause and the Constitution.




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(b)
    
    A Shareholder may only appoint or replace a Director under
this clause by giving to the Company and the other Shareholder:
 (i)
    
    notice of the appointment and the date
and time the appointment is to take effect; and(ii)
    
    before a Director is appointed, a
signed consent to act as a Director from the person nominated as a
Director.
 (c)
    
    If a Shareholder ceases to be the legal holder of any Shares
or ceases to be entitled to appoint a Director, it must immediately remove
each Director appointed by it.
 (d)
    
    If a Director is disqualified or prohibited from acting as a
Director under this document, the Constitution, the Companies Act or any other
law, the office of the Director is vacated and the appointing Shareholder must
appoint a replacement under clause 5.1(b).
 5.2
    
    Directors
 (a)
    
    Immediately prior to the Commencement Date, the following
persons are to be appointed as Directors, being nominated by MCG:
 (i)
    
    Johannes Van Heerden, Gregory Job and Jeffery Shepherd.
 (b)
    
    On the Commencement Date, the following persons are to
be appointed as Directors, being nominated by Newcrest:
 (i)
    
    [Directors name] [Directors
name] and [Directors name],
 subject to their first having consented in accordance with the Companies Act
and being eligible to act.
 5.3
    
    Chairman of Directors
 (a)
    
    The Shareholders must ensure that the Directors appoint one
of the Directors as chairman of the Board.
 (b)
    
    The first chairman is Johannes Van Heerden.
 5.4
    
    Shareholders to ensure Board performance
 (a)
    
    Subject to any overriding obligations imposed by law, if any
provision of a Transaction Document imposes an obligation on the Company or
the Board, there is an obligation on each Shareholder to do everything in its
power to ensure that the Company or the Board (as the case may be) performs
that obligation.(b)
    
    For the purpose of this clause, each Shareholder is taken to
have power to control the actions of Directors appointed by it.
 6.
    
    MANAGEMENT OF THE COMPANY6.1
    
    BoardSubject to the Transaction Documents, the management of the Company vests in
the Board.




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6.2
    
    Operating CommitteeThe Parties must ensure that at the first meeting of the Board on or immediately
following the Commencement Date, the Board appoints a committee (Operating
Committee)in accordance with the provisions of the Constitution and this document.The Board will determine the composition, role and powers of the Operating
Committee and shall appoint a General Manager who will report to the Operating
Committee on a monthly basis.7.
    
    CONTRACTS WITH VENTURERS OR AFFILIATESThe Operator must not contract with a Venturer or an Affiliate of a Venturer where
the payments or liabilities under the contract exceed or are likely to exceed
$500,000 without the prior approval of the Joint Venture Committee.8.
    
    TRANSFER OF SHARES AND CHANGE OF CONTROL8.1
    
    Restriction on TransferA Shareholder must not Deal with the Shares that it holds, except as provided in
clauses 8.2, 8.3 and 8.4.8.2
    
    Pre-emptive rightIf a Shareholder (or an Affiliate of a Shareholder) makes an offer to Assign all of
its Participating Interest to the other Shareholder (or an Affiliate of the other
Shareholder) in accordance with clause 26.4(a) of the Joint Venture Agreement, then
it must (or must procure that) the offer made to the other Shareholder (or an
Affiliate of the other Shareholder) includes all of its Shares for no additional
consideration and otherwise subject to clause 26.5(a) of the Joint Venture
Agreement.8.3
    
    Partial sale- no pre-emptive rightFor the avoidance of doubt, clause 8.2 does not apply if a Shareholder makes an
offer to Assign part, but not all, of its Participating Interest (or an Affiliate
of a Shareholder).8.4
    
    Obligation to transferUnless the Shareholders agree otherwise in writing:
 (a)
    
    if a Shareholder (or an Affiliate of a Shareholder) ceases to
hold, or under the Joint Venture Agreement ceases to be entitled to hold, any
Participating Interest in the Joint Venture; or(b)
    
    if clause 18.3 of the Joint Venture Agreement applies
to a Shareholder (or an Affiliate of a Shareholder),
 it must transfer all of its Shares to the other Shareholder free of any Encumbrance
(and without payment).8.5
    
    Notice on Share certificateThe Company must ensure that all Share certificates issued contain a notice to the
effect that the Shares evidenced by the Share certificate are subject to
restrictions on transfer.




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9.
    
    DISPUTE RESOLUTION9.1
    
    ApplicationAny dispute or difference between the Shareholders arising under or in connection
with this document or the Constitution, including any dispute or difference as to
the formation, validity, existence or termination of any of those documents
(Dispute)must be resolved as set out in this clause 9.1.For the avoidance of uncertainty, this clause 9 does not apply to:
 (a)
    
    any decision made by or resolution of the Board or of any
committee of the Board (including the Operating Committee); or(b)
    
    any decision or other act which requires the consent of
Shareholders or to be approved by a unanimous decision or resolution of
the Shareholders or by a special or ordinary resolution of Shareholders.
 9.2
    
    Notice of dispute or difference
 (a)
    
    If a Dispute arises a party must commence the process
contained in this clause for its resolution by giving notice (Dispute Notice)
to the other party. The party sending the Dispute Notice is the Referring
Party.(b)
    
    The Dispute Notice must:
 (i)
    
    be in writing;(ii)
    
    state that it is given pursuant to this clause 9.2;(iii)
    
    include or be accompanied by
reasonable particulars of the Dispute including:
 (A)
    
    a brief description of
the circumstances in which the Dispute arose;(B)
    
    references to any:
 (I)
    
    provisions of the relevant document;(II)
    
    information, whether written or in any other form; and(III)
    
    acts or omissions of any person,
 relevant to the Dispute;
 (C)
    
    the amount in dispute (whether monetary or any other commodity) and if not known, the best estimate available; and
 (iv)
    
    be given within 10 Business Days of the
circumstances giving rise to the Dispute first occurring.
 9.3
    
    Negotiation between Representatives
 (a)
    
    Within 10 Business Days of the Referring Party giving a Dispute Notice, Representatives of the parties to the Dispute must meet to attempt to
resolve the Dispute.




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(b)
    
    If, and to the extent that, the Dispute is resolved, the
Board must immediately detail the resolution of the Dispute in writing. This
document must clearly state which parts of the Dispute are resolved, and the
agreed basis for its resolution.(c)
    
    If a written agreement is not produced pursuant to clause
9.3(b) in relation to all or part of the Dispute within 10 Business Days after
the Dispute Notice has been given, the Dispute, or the part of the Dispute in
respect of which there is no written agreement produced, is deemed to be
unresolved.
 9.4
    
    Negotiation by senior management
 (a)
    
    If, 10 Business Days after the Dispute Notice has been given:
 (i)
    
    the meeting required by clause 9.3 has not been held; or(ii)
    
    the agreement has not been recorded in accordance with clause 9.3(b); or(iii)
    
    the Dispute (or any part of it) is otherwise unresolved,
 the Referring Party must give notice to the other party that it requires
the Dispute (or the parts of it that have not been resolved or have not
been recorded in accordance with clause 9.3(b)) to be referred to senior
management for resolution in accordance with clause 9.4(b).
 (b)
    
    The notice referred to in
clause 9.4(a) must:
 (i)
    
    be in writing;(ii)
    
    state that it is made pursuant to clause 9.4(a);(iii)
    
    annex a copy of the Dispute Notice
(and any accompanying documents) given pursuant to clause 9.2 together
with any documents which the Referring Party considers would further
assist senior management in resolving the Dispute;(iv)
    
    if part of the Dispute has been
resolved, annex a copy of the document prepared pursuant to clause
9.3(b); and(v)
    
    be given no later than 5 Business Days
after the Dispute Notice has been given.
 (c)
    
    Within 20 Business Days of the Referring Party giving notice
pursuant to clause 9.4(a), a senior management representative (SMR)from each of the
parties to the Dispute must meet to attempt to resolve the Dispute. The
parties are not permitted to delegate this function to any other person.(d)
    
    The SMRs may meet more than once within the period referred
to in clause 9.4(c) to resolve any Dispute. The SMRs may meet in person, via
telephone, videoconference, internet-based instant messaging or any other
means of instantaneous communication.(e)
    
    Each party to the Dispute must
ensure that their SMR:
 (i)
    
    has full authority to
resolve the Dispute; and(ii)
    
    makes a genuine
effort to resolve the Dispute.
 (f)
    
    The outcome of the SMR meeting must be reduced to writing and
signed by the SMR for both parties to the Dispute (SMR Outcome Document).The
SMR Outcome Document must clearly state in respect of the Dispute or any part
of the




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Dispute whether it is resolved or unresolved (clearly stating if the Dispute
is only partly resolved, which part is resolved, and which part remains
unresolved).(g)
    
    if:
 (i)
    
    an SMR Outcome Document:
 (A)
    
    is not produced or is not
produced within whichever is the later to occur of:
 (I)
    
    20 Business
Days of the notice being given pursuant to clause
9.4(a); or(II)
    
    35 Business Days of the Dispute Notice being given;
or
 (B)
    
    states that the Dispute (or any
part of the Dispute) is unresolved; or
 (C)
    
    is silent in respect of any
part of the Dispute which was unresolved after the meeting held
pursuant to clause 9.3(a); or
 (ii)
    
    the Dispute or any part of the Dispute
is otherwise unresolved within 35 Business Days of the Dispute Notice
being given,
 the Dispute or the relevant part of the Dispute is deemed to be unresolved
and thereafter the Dispute or the relevant part of the Dispute shall be
referred to arbitration in accordance with clause 9.5.
 9.5
    
    ArbitrationAny Dispute, or part of a Dispute that is deemed to be unresolved under clause
9.4(g) must be resolved by arbitration in accordance with the UNCITRAL Rules which
are current as at the date on which the Dispute Notice was given. The seat of the
arbitration will be Brisbane, Australia and the language of the arbitration will be
English.
 9.6
    
    Continuance of performanceDespite the existence of a Dispute, the parties must continue to perform their
respective obligations under the Transaction Documents.9.7
    
    Summary or urgent reliefNothing in this clause 9 prevents a party from instituting court proceedings
to seek enforcement of any payment due under any Transaction Document or to
seek urgent injunctive, interlocutory or declaratory relief in respect of a
Dispute.10.
    
    TERMINATION10.1
    
    Termination of documentThis document terminates on the earlier of:
 (a)
    
    any date agreed by the Shareholders; and(b)
    
    the date when the Company is wound up.




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10.2
    
    Consequences of terminationOn termination, subject to clause 10.3, this document is at an end as to its future
operation except for the enforcement of any right or claim which arises on, or has
arisen before, termination.10.3
    
    Clauses surviving terminationDespite any other provision of this document, unless the Shareholders otherwise
agree unanimously in writing, clauses 1 (Interpretation), 10.4 (Company to be wound
up), 11 (Confidentiality), 12 (Notices) and 14 (General) survive the termination of
this document.10.4
    
    Company to be wound upIf one Shareholder does not own or is not entitled to own all the Shares on
termination of the Joint Venture Agreement, the Shareholders must after the Company
has complied with its obligations under the Joint Venture Agreement and the
Services Agreement cause the Company to be wound up, its assets realised and the
proceeds distributed to the Shareholders according to their Proportionate Interests
at the date of winding up of the Company.11.
    
    CONFIDENTIALITYA Party must not disclose any information concerning the contents of, or the
transactions contemplated by, this document to any person who is not a Party,
except to the extent that:
 (a)
    
    the disclosure is expressly permitted by this document;(b)
    
    all Parties consent to the disclosure;(c)
    
    the information is already in the public domain, unless it
entered the public domain because of a breach of confidentiality by that
party;(d)
    
    the disclosure is made on a confidential basis to that
partys or any of its Affiliates officers, employees, agents, financiers or
professional advisers, and is necessary for the business of that party or
its Affiliates;(e)
    
    the disclosure is necessary to comply with any applicable
law, or an order of a court or tribunal or the rules of any stock exchange;(f)
    
    the disclosure is necessary to comply with a directive or
request of any Government Agency or stock exchange (whether or not having the
force of law) so long as a responsible person in a similar position would
comply;(g)
    
    the disclosure is necessary or desirable to obtain an
Authorisation from any Government Agency or stock exchange; or(h)
    
    the disclosure is necessary or desirable in relation to
any discovery of documents, or any proceedings before a court, tribunal, other
Government Agency or stock exchange.




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12.
    
    NOTICES12.1
    
    How to give a noticeWithout limiting the means by which service may be effected on a company pursuant
to the Companies Act, a notice, consent or other communication under this document
is only effective if it is:
 (a)
    
    in writing, signed by or on behalf of the person giving it;(b)
    
    addressed to the person to whom it is to be given; and(c)
    
    served by being:
 (i)
    
    left at the address of the person;(ii)
    
    delivered or sent by pre-paid mail (by
airmail, if the addressee is overseas) to that persons postal
address; or(iii)
    
    sent by fax to the fax number of that
person and the machine from which it is sent produces a report that
states that it was sent in full.
 12.2
    
    When a notice is givenA notice, consent or other communication that complies with this clause is regarded
as given and received:
 (a)
    
    if any of the requirements of section 436(1) of the Companies
Act apply, when those requirements are satisfied; or(b)
    
    in any other case if it is:
 (i)
    
    delivered to a person or left at an address:
 (A)
    
    by 5.00 pm (local time in the
place of receipt) on a Business Day -on that day; or(B)
    
    after 5.00 pm (local time in
the place of receipt) on a Business Day, or on a day that is
not a Business Day  on the next Business Day;
 (ii)
    
    sent by mail  five days after it is posted; or(iii)
    
    sent by fax  on the day following the day on which it
was sent.
 12.3
    
    Address for noticesA persons address, postal address, and fax number are those set out below, or as
the person notifies the sender.
 MCGAddress:
    
    Level 2,189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company SecretaryNewcrestAddress:
    
    Level 9, 600 St Kilda Road, Melbourne, Victoria, AustraliaFax number:
    
    + 61 3 9521 3564Attention:
    
    Bernard Lavery




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##### 



CompanyAddress:
    
    Level 2,189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company Secretary
 13.
    
    AMENDMENT AND ASSIGNMENT13.1
    
    AmendmentThis document can only be amended, supplemented, replaced or novated by another
document signed by the Parties.13.2
    
    Assignment to related corporationsA Shareholder (Assignor) must transfer all of its Shares to any related corporation
(Assignee) to whom it has Assigned all of its Participating Interest in accordance
with clause 26 of the Joint Venture Agreement and such transfer must be conditional
on:
 (a)
    
    the related corporation agreeing in writing with the other
Shareholder to reassign the Shares to the Assignor if for any reason the
Assignee ceases to be a related corporation of the Assignor; and(b)
    
    the Assignor agreeing with the Assignee to accept the
reassignment.
 14.
    
    GENERAL14.1
    
    Governing law
 (a)
    
    This document is governed by the law in force in Papua New Guinea.(b)
    
    Each Party submits to the non-exclusive jurisdiction of the
courts exercising jurisdiction in Papua New Guinea for any proceedings in
connection with any Transaction Document and waives any right it might have to
claim that those courts are an inconvenient forum.
 14.2
    
    Liability for expensesEach Party must pay its own expenses incurred in negotiating, executing, stamping
and registering this document.14.3
    
    No partnership or agencyNothing in this document is to be treated as creating a partnership and except as
specifically provided in this document, no Party may act as agent of or in any way
bind another Party to any obligation.14.4
    
    Giving effect to this documentEach Party must do anything (including execute any document), and must ensure that
its employees and agents do anything (including execute any document), that the
other Party may reasonably require to give full effect to this document.




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##### 



14.5
    
    Waiver of rightsA right may only be waived in writing, signed by the Party giving the waiver, and:
 (a)
    
    no other conduct of a Party (including a failure to exercise,
or delay in exercising,
the right) operates as a waiver of the right or otherwise prevents the
exercise of the
right;(b)
    
    a waiver of a right on one or more occasions does not operate
as a waiver of that right if it arises again; and(c)
    
    the exercise of a right does not prevent any further exercise
of that right or of any other right.
 14.6
    
    Operation of this document
 (a)
    
    Any right that a person may have under this document is in
addition to, and does not replace or limit, any other right that the person
may have.(b)
    
    Any provision of this document which is unenforceable or
partly unenforceable is, where possible, to be severed to the extent necessary
to make this document enforceable, unless this would materially change the
intended effect of this document.
 14.7
    
    Operation of indemnities
 (a)
    
    Each indemnity in this document survives the expiry or
termination of this document.(b)
    
    A Party may recover a payment under an indemnity in
this document before it makes the payment.
 14.8
    
    ConsentsWhere this document contemplates that a Shareholder may agree or consent to
something (however it is described), the Shareholder may:
 (a)
    
    agree or consent, or not agree or consent, in its absolute discretion; and(b)
    
    agree or consent subject to conditions,
 unless this document expressly contemplates otherwise.14.9
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a Shareholder, or the
exercise by the Shareholder of a right or remedy, under or relating to this
document is excluded to the full extent permitted by law.14.10
    
    CounterpartsThis document may be executed in counterparts.14.11
    
    Inconsistency with the Constitution
 (a)
    
    If this document is inconsistent with the Constitution, this
document prevails to the extent of the inconsistency.(b)
    
    Each Shareholder undertakes with each other Shareholder to:




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##### 



(i)
    
    exercise all votes, powers and rights
under the Constitution to give effect to the provisions and intentions
of this document; and(ii)
    
    observe and comply promptly with the provisions of the
Constitution.
 (c)
    
    Nothing contained in this document constitutes an amendment of the
Constitution.(d)
    
    If any provision of this document to be effective needs
to be included in the Constitution, the Shareholders must amend the
Constitution accordingly.
 14.12
    
    AttorneysEach person who executes this document on behalf of a Party under a power of
attorney declares that he or she is not aware of any fact or circumstance that
might affect his or her authority to do so under that power of attorney.
 EXECUTED




---



##### 



Annexure A
 CONSTITUTION OF THE COMPANY




---



##### 



Annexure C
 CONSTITUTION FOR COMPANY ACTING AS OPERATOR




---



##### 



Constitution of
Hidden Valley Services
Limited




---



##### 



Contents
 1.
    
    
    PRELIMINARY
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Interpretation
    
    
    21.3
    
    Headings
    
    
    31.4
    
    Mode of consent
    
    
    32.
    
    
    SHARES
    
    
    42.1
    
    Control of Board
    
    
    42.2
    
    Preference and redeemable preference Shares
    
    
    42.3
    
    Proportionate Interests
    
    
    42.4
    
    Issue of Shares
    
    
    42.5
    
    Buy backs of Shares
    
    
    42.6
    
    A and B Class Shares
    
    
    52.7
    
    Pro-rata issues
    
    
    53.
    
    
    CERTIFICATES
    
    
    53.1
    
    Certificates of title
    
    
    53.2
    
    Replacement of lost certificates
    
    
    53.3
    
    Replacement of worn out certificates
    
    
    54.
    
    
    REGISTER
    
    
    55.
    
    
    LIEN
    
    
    65.1
    
    Lien for Shareholders debts
    
    
    65.2
    
    Lien on payments required to be made
by the Company
    
    
    65.3
    
    Extent of lien
    
    
    65.4
    
    Waiver by Board
    
    
    66.
    
    
    ALTERATION OF CAPITAL, SHARES AND RIGHTS
    
    
    66.1
    
    Alteration of capital
    
    
    66.2
    
    Additional rights
    
    
    66.3
    
    Variation of rights
    
    
    77.
    
    
    TRANSFER OF SHARES
    
    
    77.1
    
    Modes of transfer
    
    
    77.2
    
    Transfer by instrument
    
    
    77.3
    
    Restriction on transfer
    
    
    77.4
    
    Retention of instruments
    
    
    77.5
    
    Powers of attorney
    
    
    78.
    
    
    MEETINGS OF SHAREHOLDERS
    
    
    88.1
    
    Methods of holding meetings
    
    
    88.2
    
    Annual meeting
    
    
    88.3
    
    Convening of special meeting
    
    
    88.4
    
    Requisition of special meeting
    
    
    88.5
    
    Notice of meeting of Shareholders
    
    
    8




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##### 



8.6
    
    Contents of notice
    
    
    88.7
    
    Waiver of irregularity in notice
    
    
    88.8
    
    Omission to give notice
    
    
    88.9
    
    Cancellation or postponement of special meeting
    
    
    98.10
    
    Adjournment of meeting
    
    
    98.11
    
    Business at adjourned meeting
    
    
    98.12
    
    Notice of adjourned meeting
    
    
    99.
    
    
    PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
    
    
    99.1
    
    Representation of Shareholders
    
    
    99.2
    
    Quorum
    
    
    99.3
    
    Failure of quorum
    
    
    99.4
    
    Chairman
    
    
    109.5
    
    Chairman absent
    
    
    109.6
    
    Responsibilities of chairman
    
    
    109.7
    
    Method of voting
    
    
    109.8
    
    Declaration by chairman
    
    
    119.9
    
    Demand for poll
    
    
    119.10
    
    Time for demanding a poll
    
    
    119.11
    
    Votes on a poll
    
    
    119.12
    
    Authority of proxy etc on a poll
    
    
    119.13
    
    Effect and withdrawal of demand for poll
    
    
    119.14
    
    Conduct of poll
    
    
    119.15
    
    Resolutions determined by majority
    
    
    129.16
    
    No casting vote of chairman
    
    
    129.17
    
    Written resolutions
    
    
    129.18
    
    Minutes to be kept
    
    
    129.19
    
    Signed minutes
    
    
    129.20
    
    Second Schedule not to apply
    
    
    1210.
    
    
    ENTITLEMENTS TO ATTEND AND VOTE
    
    
    1210.1
    
    Entitlement to attend
    
    
    1210.2
    
    Entitlement to vote
    
    
    1310.3
    
    Entitlement to vote by proxy etc
    
    
    1310.4
    
    Entitlement of proxy etc
    
    
    1310.5
    
    Appointment of proxy
    
    
    1310.6
    
    Production of proxy etc
    
    
    1310.7
    
    Effect of incomplete proxy form
    
    
    1310.8
    
    Effect of the appointment
    
    
    1410.9
    
    Proxy must vote as directed
    
    
    1410.10
    
    Corporate bodies may act by representatives
    
    
    1410.11
    
    Multiple appointments
    
    
    1410.12
    
    Presence of Shareholder
    
    
    1410.13
    
    Ruling on entitlements and votes
    
    
    1511.
    
    
    SHAREHOLDER PROPOSALS
    
    
    1511.1
    
    Notice to the Board
    
    
    1511.2
    
    Notice to Shareholders at Companys expense
    
    
    1511.3
    
    Notice to Shareholders at proposing Shareholders expense
    
    
    1511.4
    
    Late notice
    
    
    1511.5
    
    Proposing Shareholders written statement
    
    
    1511.6
    
    Defamatory statements etc
    
    
    1611.7
    
    Deposit of costs
    
    
    1612.
    
    
    DIRECTORS
    
    
    16




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##### 



12.1
    
    Number of Directors
    
    
    1612.2
    
    Continuing Directors
    
    
    1612.3
    
    Appointment of Directors
    
    
    1612.4
    
    Prescribed Number of Directors
    
    
    1612.5
    
    Removal of Directors
    
    
    1612.6
    
    Casual vacancy
    
    
    1612.7
    
    Qualification of Directors
    
    
    1612.8
    
    Vacation of office
    
    
    1613.
    
    
    DIRECTORS REMUNERATION
    
    
    1713.1
    
    Fees of non-executive Directors
    
    
    1713.2
    
    Additional remuneration for extra services
    
    
    1713.3
    
    Expenses of Directors
    
    
    1714.
    
    
    DIRECTORS MATERIAL INTERESTS AND DUTIES
    
    
    1714.1
    
    Definition of Material Interest
    
    
    1714.2
    
    Disclosure of Material Interest
    
    
    1814.3
    
    Failure to disclose Material Interest
    
    
    1814.4
    
    Powers of Directors with Material interest
    
    
    1814.5
    
    Director may hold office of Company
    
    
    1814.6
    
    Application to Alternate Directors
    
    
    1814.7
    
    Directors may act in interests of Shareholder
    
    
    1814.8
    
    Directors duties  subsidiaries
    
    
    1815.
    
    
    ALTERNATE DIRECTORS
    
    
    1915.1
    
    Power to appoint Alternate Director
    
    
    1915.2
    
    Method of appointment
    
    
    1915.3
    
    Termination of appointment
    
    
    1915.4
    
    Entitlements of Alternate Director
    
    
    1916.
    
    
    MANAGING DIRECTOR AND OTHER EXECUTIVE DIRECTORS
    
    
    1916.1
    
    Appointment of Managing Director
    
    
    1916.2
    
    Termination of appointment of Managing Director
    
    
    2016.3
    
    Remuneration of Executive Directors
    
    
    2016.4
    
    Powers of Executive Directors
    
    
    2017.
    
    
    POWERS OF THE BOARD
    
    
    2017.1
    
    Powers generally
    
    
    2017.2
    
    Appointment of attorney
    
    
    2017.3
    
    Contents of power of attorney
    
    
    2017.4
    
    Reservation of powers to the Company
    
    
    2118.
    
    
    PROCEEDINGS OF THE BOARD
    
    
    2118.1
    
    Mode of meeting
    
    
    2118.2
    
    Quorum
    
    
    2118.3
    
    Notice of meeting
    
    
    2118.4
    
    Place of meeting
    
    
    2118.5
    
    Period of notice
    
    
    2118.6
    
    Convening of Board meeting
    
    
    2118.7
    
    Appointment of Chairman
    
    
    2118.8
    
    Chairman of Board meetings
    
    
    2218.9
    
    Majority decisions
    
    
    2218.10
    
    Votes of Directors
    
    
    22




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##### 



18.11
    
    Exercise of powers by Board
    
    
    2218.12
    
    Delegation to committee
    
    
    2318.13
    
    Committee powers and meetings
    
    
    2318.14
    
    Written resolution of Directors
    
    
    2318.15
    
    Several documents suffice
    
    
    2418.16
    
    Validity of acts of Directors
    
    
    2418.17
    
    Other procedures
    
    
    2418.18
    
    Fourth Schedule not to apply
    
    
    2419.
    
    
    SECRETARY
    
    
    2419.1
    
    Appointment of Secretary
    
    
    2420.
    
    
    COMPANY ADMINISTRATION
    
    
    2520.1
    
    Minutes to be made
    
    
    2520.2
    
    Minutes to be entered
    
    
    2520.3
    
    Signature of minutes
    
    
    2520.4
    
    Custody of Common Seal
    
    
    2520.5
    
    Use of Common Seal
    
    
    2520.6
    
    Mode of execution by Common Seal
    
    
    2520.7
    
    Official Seal
    
    
    2520.8
    
    Authority to affix an Official Seal
    
    
    2620.9
    
    Effect of Official Seal
    
    
    2620.10
    
    Execution of bills and cheques
    
    
    2621.
    
    
    DIVIDENDS AND OTHER DISTRIBUTIONS
    
    
    2621.1
    
    Declaration of Dividends
    
    
    2621.2
    
    No interest on Dividends
    
    
    2621.3
    
    Obligation to distribute
    
    
    2621.4
    
    Payment of Dividend in specie
    
    
    2621.5
    
    Deductions from Dividends
    
    
    2621.6
    
    Retention of Dividends
    
    
    2621.7
    
    Settlement of difficulties
    
    
    2721.8
    
    Unclaimed Dividend
    
    
    2722.
    
    
    NOTICES
    
    
    2722.1
    
    Service
    
    
    2722.2
    
    Binding on others
    
    
    2722.3
    
    Signature of notice
    
    
    2722.4
    
    Certificate of Director or Secretary
    
    
    2723.
    
    
    INSPECTION AND SECRECY
    
    
    2823.1
    
    Board to permit inspection
    
    
    2823.2
    
    Obligation of secrecy
    
    
    2824.
    
    
    LIQUIDATION
    
    
    2824.1
    
    Power of Board
    
    
    2824.2
    
    Distribution if insufficient assets
    
    
    2824.3
    
    Distribution of surplus assets
    
    
    2825.
    
    
    MISCELLANEOUS
    
    
    2825.1
    
    Indemnity
    
    
    2825.2
    
    Insurance
    
    
    29




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##### 



25.3
    
    Interpretation
    
    
    2925.4
    
    General authorisation
    
    
    2925.5
    
    Acts of Class of Shareholders
    
    
    2925.6
    
    Inconsistency with Shareholders Agreement
    
    
    29Schedule1
    

    
    
    PROXY FORM
    
    
    302
    

    
    
    FORM OF APPOINTMENT OF ALTERNATE DIRECTOR
    
    
    32




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##### 



CONSTITUTION OF HIDDEN VALLEY SERVICES LIMITED
 1.
    
    PRELIMINARY1.1
    
    DefinitionsUnless the context otherwise requires, the following definitions apply in this
constitution.Actmeans the Companies Act 1997 as it is amended and applies to the Company
from time to time.Alternate Directormeans a person appointed as an alternate director under clause
15.1.Appointormeans in respect of an Alternate Director, the Director who
appoints that Alternate Director under clause 15.1.Auditormeans the auditor of the Company from time to time.Boardmeans the Directors acting collectively under this constitution.Business Daymeans a day on which banks in Papua New Guinea generally are open
for the full range of banking business.Chairmanmeans the person appointed as chairman of the Board under clause 18.7
from time to time.Classmeans a class of ordinary Shares.Common Sealmeans the common seal of the Company.Companymeans the company named above whatever its name may be from time to time.Deputy Chairmanmeans the person appointed as deputy chairman of the Board
under clause 18.7 from time to time.Directormeans a person appointed as a director for the time being of the
Company (including, where appropriate, an Alternate Director).Dividendmeans any distribution to Shareholders in relation to Shares as a dividend
of any property (including, without limitation, money and shares (including bonus shares)
or other securities of the Company or of any other body corporate).Executive Directormeans any Managing Director and any other Director who is an
employee of the Company.Managing Directormeans a person (if any) appointed as a managing director of
the Company under clause 16.1.Official Sealmeans the duplicate common seal referred to in clause 20.7.Prescribed Ratemeans in respect of each clause in which that term is used 10 per
cent per annum or any other rate prescribed by the Board from time to time in
respect of that clause.




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Proportionate Interestmeans, in relation to a Shareholder, the percentage
calculated in accordance with the following formula:
 Proportionate Interest =
    
    Participating Interest x 100%
Combined Participating Interest
 WhereParticipating Interestmeans the Participating Interest of a Shareholder in
the Hidden Valley Joint Venture established by the Hidden Valley Joint
Venture Agreement dated [                    ]between Morobe Consolidated Goldfields
Limited, Newcrest PNG 1 Limited and the Company.Combined Participating Interestmeans the total of the Participating
Interests of the Class A Shareholder and the Class B Shareholder.
 Registermeans the register of Shareholders kept pursuant to the Act.Secretarymeans a person appointed as a secretary of the Company from time to time
(including any person appointed to perform the duties of a secretary temporarily).Sharemeans a share in the capital of the Company.Shareholdermeans a person whose name is entered in the Register as the holder of a
Share.Shareholders Agreementmeans the Shareholders Agreement dated [                    ]between
Morobe Consolidated Goldfields Limited, Newcrest PNG 1 Limited and the Company.Shareholders Liabilitymeans, in respect of a
Shareholder:
 (a)
    
    all money due and payable by the Shareholder to the Company; and(b)
    
    all money (whether payable or not) called or payable at a
fixed time in respect of Shares held by that Shareholder.
 Voting Shareholdermeans a Shareholder:
 (a)
    
    who is entitled to be present at a meeting of Shareholders;(b)
    
    present at the meeting in any of the ways set out in clause 9.1; and(c)
    
    in respect of whom there is at least one item of business to
be considered at the
meeting on which the Shareholder is not disqualified from voting.
 1.2
    
    InterpretationIn this constitution, unless the context otherwise requires:
 (a)
    
    a reference to any legislation or legislative provision
includes any statutory modification or re-enactment of, or legislative
provision substituted for, and any subordinate legislation or statutory
instrument issued under, that legislation or legislative provision;(b)
    
    the singular includes the plural and vice versa;(c)
    
    a reference to an individual or person includes a corporate
body, partnership, joint venture, association, authority, trust, state or
government and vice versa;(d)
    
    a reference to a person is also to the legal personal representative of that
person;




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##### 



(e)
    
    a reference to any gender includes all genders;(f)
    
    a reference to a clause or a schedule is to a clause of
or schedule to this constitution;(g)
    
    a schedule is part of this constitution;(h)
    
    a reference to any agreement or document (including this constitution) is
to that agreement or document (and, where applicable, any of its provisions) as
amended, novated, supplemented or replaced from time to time;(i)
    
    an expression defined in, or given a meaning for the purposes of, the Act
(except where defined, or given a meaning, in this constitution) has the same
definition or meaning in this constitution where it relates to the same
matters for which it is defined, or given a meaning, in the Act;(j)
    
    a reference to a matter being written includes that
matter being in any mode of representing or reproducing words, figures or
symbols in written form;(k)
    
    where an expression is defined, another part of speech
or grammatical form of that expression has a corresponding meaning;(I)
    
    a reference to power is also to authority and discretion;(m)
    
    where an expression is defined anywhere in this
constitution it has the same meaning throughout;(n)
    
    a reference to a particular Part, Division, section,
sub-section, paragraph or sub-paragraph is a reference to a Part, Division,
section, sub-section, paragraph or sub-paragraph of the Act;(o)
    
    a reference to a Class of Shareholders is a reference
to the holders for the time being of a Class, and a reference to a Class of
Directors is a reference to the Directors for the time being appointed by a
particular Class of Shareholders;(p)
    
    a reference to an A Class Shareholder is a reference
to a shareholder forming part of the Class of Shareholders holding A Glass
Shares and a reference to an A Class Director is a reference to one of the
Class of Directors appointed by the Class of Shareholders holding A Class
Shares, and this provision applies (modified as required) to references to
Shareholders and Directors of Classes of Shareholders other than A Class; and(q)
    
    a reference to a matter being with the consent of
Shareholders is to consents to that matter having been given to the
Company in accordance with clause 1.4 by each Shareholder at the time that
the matter arises.
 1.3
    
    HeadingsIn this constitution headings are for convenience of reference only and do
not affect interpretation.1.4
    
    Mode of consentFor the purposes of clause 1.2(q), a Shareholder consents to a matter if and only
if the Company receives a notice signed by the Shareholder (or the Shareholders
attorney);
 (a)
    
    which is delivered at the registered office of the Company or
of which a legible copy is received there by facsimile transmission; and(b)
    
    which sets out the matter to which the Shareholder consents,




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##### 



and the Company has not received a notice, similarly signed and delivered, revoking
that consent.2.
    
    SHARES2.1
    
    Control of BoardSubject to clauses 2.6 and 2.7, the Board may issue or grant options over or
otherwise dispose of Shares in the Company to the persons, on the terms and
conditions, with the rights and privileges (including, without limitation,
different Classes of Shares and Shares which rank equally with, or in priority to,
existing Shares), and at the times that the Board determines.2.2
    
    Preference and redeemable preference SharesSubject to clauses 2.6 and 2.7, the Company may issue any Shares as preference shares or otherwise and which are redeemable:
 (a)
    
    at the option of the Company; or(b)
    
    at the option of the holder of the Share; or(c)
    
    on a date determined by the Board,
 for a consideration that is:
 (d)
    
    determined by the Board; or(e)
    
    to be calculated by reference to a formula; or(f)
    
    required to be fixed by a suitably qualified person who is
not associated with or interested in the Company.
 2.3
    
    Proportionate InterestsNotwithstanding any other provision of this document, the rights, entitlements,
obligations and liabilities of Shareholders as between themselves or as between the
Company and the Shareholders collectively is proportionate to their Proportionate
Interests from time to time. This applies irrespective of the number of Shares on
issue at any time, and does not create any express, implied or resulting trust in
respect of any Shares in the Company. As a consequence, all rights, entitlements,
obligations and liabilities of Shareholders are determined according to their
respective Proportionate Interests including, without limitation, entitlements of a
Class of Directors or Class of Shareholders to vote, to receive dividends or other
distributions or to receive any proceeds of winding up or liquidation of the
Company.2.4
    
    Issue of SharesSection 45 shall not apply to the issue of Shares by the Company unless the terms
of issue of any Shares otherwise provide.2.5
    
    Buy backs of SharesThe Company, with the consent of Shareholders, is authorised to:
 (a)
    
    agree to purchase or otherwise acquire any of its own Shares
from one or more Shareholders; and(b)
    
    redeem any redeemable Shares.




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##### 



2.6
    
    A and B Class SharesThe capital of the Company comprises:
 (a)
    
    A Class ordinary Shares; and(b)
    
    B Class ordinary Shares;
 and, subject to this constitution, the A Class Shares and B Class Shares rank
equally in all respects.2.7
    
    Pro-rata issuesNotwithstanding any other provision of this constitution, the Board may not, except
with the consent of Shareholders:
 (a)
    
    issue any voting Shares which are not ordinary Shares of a
Class provided for in clause 2.6;(b)
    
    issue or grant any option over, ordinary Shares or preference
shares otherwise than to Shareholders in the same proportions in which they
hold ordinary Shares; or(c)
    
    convert any preference share or any non-voting Share to an ordinary Share.
 3.
    
    CERTIFICATES3.1
    
    Certificates of titleCertificates of title to securities of the Company which are issued by it must be
issued in accordance with the Act.3.2
    
    Replacement of lost certificatesWhere a certificate is lost or destroyed, the Company may issue a duplicate
certificate in accordance with the Act.3.3
    
    Replacement of worn out certificatesWhere a certificate is defaced or worn out and is produced to the Company and the
Company is paid a reasonable fee determined by the Board, the Company may cancel
that certificate and issue a new certificate in substitution.4.
    
    REGISTERExcept as required by law or by this constitution (including clause 2.3), the
Company must treat the person whose name appears in the Register in respect of a
Share as the absolute owner of that Share and, accordingly, the Company is not
bound to recognise (whether or not it has notice):
 (a)
    
    that a person holds any Share on trust; or(b)
    
    any equitable, contingent, future or partial interest in, or unit of, any
Share.




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##### 



5.
    
    LIEN5.1
    
    Lien for Shareholders debtsThe Company has a first and paramount lien on each Share registered in a
Shareholders name in respect of all money owed to the Company by the Shareholder.5.2
    
    Lien on payments required to be made by the CompanyWhere at any time the law of any jurisdiction imposes or purports to impose any
immediate, future or possible liability on the Company, or empowers or purports to
empower any person to require the Company to make any payment, on account of a
Shareholder or referable to a Share held by that Shareholder (whether alone or
jointly) or a Dividend declared in respect of a Share held by that Shareholder, the
Company:
 (a)
    
    is fully indemnified by that Shareholder from that liability;(b)
    
    may recover as a debt due from the Shareholder the amount of
that liability together with interest at the Prescribed Rate from the date of
payment by the Company (if the payment is made) to the date of repayment by
the Shareholder; and(c)
    
    subject to compliance with section 65(4), may refuse to
register a transfer of any Share by that Shareholder until the amount of that
liability has been paid to the Company,
 and nothing in this clause in any way prejudices or affects any right or remedy
which the Company may have (including, without limitation, any right of set-off)
and, as between the Company and the Shareholder, any such right or remedy is
enforceable by the Company.5.3
    
    Extent of lienThe lien described in clause 5.1 extends to all Dividends (if any) payable in
respect of the Share and to the proceeds of sale of the Share.5.4
    
    Waiver by BoardThe Board may (but only with the consent of Shareholders) at any time, exempt a
Share from the provisions of clause 5.1 to the extent and on any terms and
conditions that it determines.6.
    
    ALTERATION OF CAPITAL, SHARES AND RIGHTS6.1
    
    Alteration of capitalWith the consent of Shareholders, the Company may from time to time by
ordinary resolution do any or all of the following:
 (a)
    
    consolidate and divide all or any of its share capital into
Shares of a larger amount than its existing Shares; and(b)
    
    sub-divide its Shares or any of them.
 6.2
    
    Additional rightsWhere the Company passes an ordinary resolution under either clause 6.1(a) or
clause 6.1(b), the Company may also (but only with the consent of Shareholders) by
special resolution determine that, as between the Shares resulting from the
consolidation, division




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##### 



6.3
    
    Variation of rightsIf at any time the Shares are divided into different classes, the rights attached
to any Class of Shares (Subject Class) (unless the terms of issue of the Subject
Class otherwise provide) may only be varied or abrogated with the consent of
Shareholders.7.
    
    TRANSFER OF SHARES7.1
    
    Modes of transferSubject to this constitution, a Shareholder may transfer all or any of the
Shareholders Shares by instrument in writing which is in a form approved by the
Board or is in any other usual or common form.7.2
    
    Transfer by instrumentWhere a Shareholder seeks to transfer all or any of the Shareholders Shares in
accordance with clause 7.1, the Company may only register a transfer of Shares
where an instrument satisfying clause 7.1 is delivered to the Company and the
instrument:
 (a)
    
    is duly stamped, if necessary;(b)
    
    is executed by the transferor and the transferee, except
where a law provides that execution by either or both transferor and
transferee is not required or is deemed to be present;(c)
    
    except where otherwise permitted by law, is accompanied by
the certificate for the Shares the subject of the transfer together with such
other evidence as the Board may require to prove the title of the transferor
or the transferors right to transfer the Shares; and(d)
    
    relates only to Shares of one Class.
 7.3
    
    Restriction on transferThe provisions of the Shareholders Agreement have effect in respect of Shares to
govern all dealings and transactions in and in relation to them and the continued
holding of them and the Board must only register any transfer of Shares if that
transfer is permitted or required under the Shareholders Agreement.7.4
    
    Retention of InstrumentsOn an instrument of transfer or a purported instrument of transfer being delivered
to the Company, property to and title in that instrument (but not the Shares the
subject of it) pass to the Company which is entitled as against all persons to the
possession of the instrument.7.5
    
    Powers of attorneyWhere a power of attorney granted by a Shareholder is lodged with, or produced or
exhibited to, the Company and that power of attorney confers power on the attorney
to transfer any or all of the Shareholders Shares, the Company is entitled to
assume, as against the Shareholder, that the power remains in full force and effect
and may be relied on by the Company until the Company receives express notice in
writing at its registered office of either:




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##### 



(a)
    
    the revocation of the power of attorney; or(b)
    
    the death of the Shareholder.
 8.
    
    MEETINGS OF SHAREHOLDERS8.1
    
    Methods of holding meetingsA meeting of Shareholders may be held either:
 (a)
    
    by a number of Shareholders, who constitute a quorum, being
assembled together at the place, date and time appointed for the meeting; or(b)
    
    if determined by the Board, by means of audio, or audio and
visual, communication by which all Shareholders participating and constituting
a quorum, can simultaneously hear each other throughout the meeting.
 8.2
    
    Annual meetingExcept as provided by the Act, the Company must, in addition to any other meeting
held by it, hold an annual meeting in accordance with the Act.8.3
    
    Convening of special meetingThe Board may convene a special meeting of the Company at any time.8.4
    
    Requisition of special meetingShareholders may requisition the holding of a special meeting as provided by
section 102(b).8.5
    
    Notice of meeting of ShareholdersWritten notice of the date, time and place of a meeting of Shareholders shall be
sent to every Shareholder entitled to receive notice of the meeting and to every
Director and an Auditor of the Company not less than 14 days before the meeting.8.6
    
    Contents of noticeThe notice shall:
 (a)
    
    state the nature of the business to be transacted at the
meeting in sufficient detail to enable a Shareholder to form a reasoned
judgment in relation to it; and(b)
    
    include the text of any special resolution to be submitted to the meeting.
 8.7
    
    Waiver of irregularity in noticeAn irregularity in a notice of a meeting is waived where all the Shareholders
entitled to attend and vote at the meeting attend the meeting without protest as to
the irregularity, or where all such Shareholders agree to the waiver.8.8
    
    Omission to give noticeThe accidental omission to give notice of a meeting to, or the failure to receive
notice of a meeting by, a Shareholder does not invalidate the proceedings at that
meeting.




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##### 



8.9
    
    Cancellation or postponement of special meetingWhere notice of a special meeting of Shareholders has been given, the Board may by
notice given to all persons entitled to be given notice of the meeting, postpone or
cancel the meeting.8.10
    
    Adjournment of meetingThe chairman of a meeting of Shareholders at which a quorum is present:
 (a)
    
    may with the consent of the meeting by ordinary resolution; and(b)
    
    must, if so directed by the meeting by ordinary
resolution,
 adjourn the meeting from time to time and from place to place.8.11
    
    Business at adjourned meetingThe only business which an adjourned meeting of Shareholders may deal with is
business which was left unfinished from the meeting which was adjourned.8.12
    
    Notice of adjourned meetingWhere a meeting of Shareholders is adjourned for less than one month, it is not
necessary to give notice of the time and place of the adjourned meeting other than
by announcement at the meeting which is adjourned.9.
    
    PROCEEDINGS AT MEETINGS OF SHAREHOLDERS9.1
    
    Representation of ShareholdersA Shareholder may attend a meeting of Shareholders at which the Shareholder is
entitled to be present in any of the following ways (if applicable to the
Shareholder):
 (a)
    
    in person;(b)
    
    by proxy;(c)
    
    by attorney; or(d)
    
    in the case of a Shareholder which is a body corporate, by a
representative appointed in respect of the meeting under clause 10.10.
 9.2
    
    QuorumSubject to clause 9.3 no business may be transacted at a meeting of Shareholders
unless there is present for that business a quorum of two natural persons:
 (a)
    
    at least one of whom is or represents under clauses 9.1(b),
(c) or (d) a Class A Shareholder; and(b)
    
    at least one of whom is or represents under clauses 9.1(b),
(c) or (d) a Class B Shareholder.
 9.3
    
    Failure of quorumWhere a quorum is not present within 30 minutes after the time appointed for the
meeting:




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##### 



(a)
    
    in the case of a meeting called under Section 102(b) and
clause 8.4, the meeting is dissolved; and(b)
    
    in the case of any other meeting, the meeting is adjourned to
the same day in the following week at the same time and place, or to such
other date, time, and place as the Directors may appoint, and, where, at the
adjourned meeting, a quorum is not present within 30 minutes after the time
appointed for the meeting, the meeting is dissolved.
 9.4
    
    Chairman
  9.5
    
    Chairman absent
  (a)
    
    the Chairman and the Deputy Chairman of the Board have not been appointed; or(b)
    
    the Chairman and the Deputy Chairman of the Board are not
present within 15 minutes after the time appointed for the holding of the
meeting or being present, are unwilling or unable to act,
  9.6
    
    Responsibilities of chairman
  (a)
    
    shall allow a reasonable opportunity for Shareholders of the
meeting to question, discuss and comment on the management of the Company as
required by section 90(1); and(b)
    
    subject to paragraph (a) of this clause and Schedule 2(12) of
the Act, is responsible for the general conduct of the meeting and to
ascertain the sense of the meeting concerning the business transacted at it
and for these purposes may, without limitation:
 (i)
    
    prescribe procedures and make rulings, in each case finally and
conclusively;(ii)
    
    in addition to other powers to
adjourn, adjourn the meeting or any item of business of the meeting
without the concurrence of the meeting if the chairman determines it
is desirable for the orderly conduct of the meeting or the conduct of
a poll; and(iii)
    
    determine conclusively any dispute
concerning the admission, validity or rejection of a vote.
 9.7
    
    Method of voting
  (a)
    
    voting by voice; or




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##### 



(b)
    
    voting by show of hands,
  9.8
    
    Declaration by chairman
  9.9
    
    Demand for poll
  (a)
    
    not less than five Shareholders having the right to vote at the meeting; or(b)
    
    a Shareholder or Shareholders representing not less than 10%
of the total voting rights of all Shareholders having the right to vote at the
meeting; or(c)
    
    by a Shareholder or Shareholders holding Shares in the
Company that confer a right to vote at the meeting and on which the aggregate
amount paid up is not less than 10% of the total amount paid up on all Shares
that confer that right.
 9.10
    
    Time for demanding a poll
  9.11
    
    Votes on a poll
  9.12
    
    Authority of proxy etc on a poll
  9.13
    
    Effect and withdrawal of demand for poll
  (a)
    
    does not prevent the continuance of a meeting of
Shareholders for the transaction of any business except in respect of the
resolution for which the poll is demanded; and(b)
    
    may be withdrawn.
 9.14
    
    Conduct of poll
  (a)
    
    if the resolution is for the adjournment of the meeting of Shareholders,
the poll must be taken immediately at the place and in the manner that the chairman
of the meeting determines and declares to the meeting;




---



##### 



(b)
    
    in all other cases, the poll must be taken at the time and
place and in the manner that the chairman of the meeting of Shareholders
determines and declares to the meeting; and(c)
    
    the result of the poll, as disclosed by the chairman of the
meeting of Shareholders at which the result is declared, is a resolution of
the meeting at which the poll is demanded.
 9.15
    
    Resolutions determined by majority
  9.16
    
    No casting vote of chairman
  9.17
    
    Written resolutions
  (a)
    
    each document is delivered to the registered office of the
Company or a legible copy of it is received there by facsimile transmission;
and(b)
    
    where more than one Shareholder, representative or attorney
signs the document the date of execution of the document by each Shareholder,
attorney or representative is set out.
  9.18
    
    Minutes to be kept
  9.19
    
    Signed minutes
  9.20
    
    Second Schedule not to apply
  10.
    
    ENTITLEMENTS TO ATTEND AND VOTE10.1
    
    Entitlement to attend




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##### 



10.2
    
    Entitlement to vote
  (a)
    
    on voting by voice or a show of hands, each natural person
present at a meeting of Shareholders who is a Voting Shareholder or a proxy
(other than a person who is present only as one of two proxies appointed by
the same Shareholder), representative or attorney appointed by a Voting
Shareholder has one vote; and(b)
    
    on a poll, each natural person present at a meeting of
Shareholders has the number of votes calculated as the aggregate of the
following:
 (i)
    
    the Proportionate Interest in Shares held by the person; and(ii)
    
    the Proportionate Interest in Shares in respect of which Voting
Shareholders holding those Shares have appointed the person as
proxy, representative or attorney.
 10.3
    
    Entitlement to vote by proxy etc
  10.4
    
    Entitlement of proxy etc
  10.5
    
    Appointment of proxy
  10.6
    
    Production of proxy etc
  (a)
    
    in the case of a proxy, the instrument of proxy and, if it is executed by an
attorney, the relevant power of attorney or an office copy or notarially certified
copy of the power of attorney;(b)
    
    in the case of an attorney, the power of attorney or an
office copy or notarially certified copy of the power of attorney; and(c)
    
    in the case of a representative of a body corporate, an
instrument of appointment executed under the common seal of the body corporate
and, if it is executed by an attorney, the relevant power of attorney or an
office copy or notarially certified copy of the power of attorney executed
under the common seal of the body corporate, or other evidence satisfactory to
the Board.
 10.7
    
    Effect of Incomplete proxy form




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##### 



(a)
    
    it does not contain the address of the Shareholder giving it;(b)
    
    it does not contain the address of the person appointed by it;(c)
    
    it is not dated; and(d)
    
    it does not contain a direction to the appointee as to how to
vote on any or all items of business.
 10.8
    
    Effect of the appointment
  10.9
    
    Proxy must vote as directed
  (a)
    
    the appointee must cast or abstain from casting (as the case
may be) a vote on that item of business; and(b)
    
    the appointee must, on a poll, cast the votes as to which a
direction is given by the instrument of proxy in accordance with that
direction,
  10.10
    
    Corporate bodies may act by representatives
  10.11
    
    Multiple appointments
  (a)
    
    a power of attorney or office copy or notarially certified
copy of a power of attorney entitling the attorney to attend and vote at the
meeting, the appointment is revoked;(b)
    
    intimation in writing either of the revocation of the
appointment under the instrument of proxy or of the death of the Shareholder,
the appointment is revoked; and(c)
    
    another instrument of proxy from the Shareholder in respect
of that Share, the instrument of proxy bearing the later date (or if the
instruments bear the same date, the instrument later received by the Company)
is an intimation in writing of the revocation of the appointment under the
other instrument.
 10.12
    
    Presence of Shareholder




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##### 



10.13
    
    Ruling on entitlements and votes
  (a)
    
    the decision of the chairman is final and conclusive; and(b)
    
    a vote not disallowed as a result is valid and effective for all purposes.
 11.
    
    SHAREHOLDER PROPOSALS11.1
    
    Notice to the Board
  11.2
    
    Notice to Shareholders at Companys expense
  11.3
    
    Notice to Shareholders at proposing Shareholders expense
  11.4
    
    Late notice
  11.5
    
    Proposing Shareholders written statement




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##### 



11.6
    
    Defamatory statements etcThe Board is not required to include in or with the notice given by the Board a
statement prepared by a Shareholder which the Directors consider to be defamatory,
frivolous, or vexatious.11.7
    
    Deposit of costsWhere the costs of giving notice of the Shareholder proposal and the text of any
proposed resolution are required to be met by the proposing Shareholder, the
proposing Shareholder shall, on giving notice to the Board, deposit with the
Company or tender to the Company a sum sufficient to meet those costs.12.
    
    DIRECTORS12.1
    
    Number of DirectorsUntil the Shareholders otherwise determine by ordinary resolution the number
of the Directors (excluding Alternate Directors) must be not less than two
nor more than ten.12.2
    
    Continuing DirectorsThe Directors holding office at the date of adoption of this constitution continue
in office subject to this constitution.12.3
    
    Appointment of DirectorsEach Class of Shareholders has the right by notice in writing to the Company to
appoint the Prescribed Number of Directors as determined by clause 12.4.12.4
    
    Prescribed Number of DirectorsThe Prescribed Number of Directors at any time is the number obtained by dividing
the maximum number of Directors specified in or pursuant to clause 12.1 by the
number of Classes on issue at that time, or, if that is not a whole number, the
next lowest whole number.12.5
    
    Removal of DirectorsEach Class of Shareholders has the right to remove any of the corresponding Class
of Directors in the same way as such Directors can be appointed under clause 12.3.12.6
    
    Casual vacancyIf at any time a casual vacancy occurs on the Board, the Director whose office is
vacated may be replaced by the Class of Shareholders who appointed the Director,
and not in any other way.12.7
    
    Qualification of DirectorsA Director need not be a Shareholder.12.8
    
    Vacation of officeThe office of a Director automatically becomes vacant if the
Director:
 (a)
    
    becomes a bankrupt or an insolvent under administration;(b)
    
    is not permitted by the Act (or an order made under the Act) to be a Director;




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##### 



(c)
    
    becomes of unsound mind;(d)
    
    is removed as a Director under the Act or this constitution;(e)
    
    either personally or by an Alternate Director fails to
attend Board meetings for a continuous period of six months without leave
of absence from the Board; or(f)
    
    resigns by notice in writing in accordance with the Act.
 13.
    
    DIRECTORS REMUNERATION13.1
    
    Fees of non-executive DirectorsDirectors (other than Executive Directors) are only entitled to receive fees if
this is with the consent of Shareholders, in which case such fees:
 (a)
    
    may not in any period of 12 months starting at the end
of a financial year of the Company (a year)exceed in aggregate the
amount last fixed before the end of that year for those fees by ordinary
resolution;(b)
    
    are to be allocated to those Directors as determined by the
Board (including those Directors), or, if there is no such determination in
any year, equally between them; and(c)
    
    accrue from day to day.
 13.2
    
    Additional remuneration for extra servicesIf a Director having been requested to do so by the Board, either performs extra
services or makes any special exertions for the Company (including, without
limitation, going or living abroad), the Company may remunerate that Director by
the payment of a fixed sum determined by the Board and that remuneration may be
either in addition to or in substitution for any remuneration to which that
Director may be entitled under clause 13.1.13.3
    
    Expenses of DirectorsThe Company must pay a Director (in addition to any other remuneration) all
reasonable expenses including, without limitation, any travelling and accommodation
expenses incurred by the Director:
 (a)
    
    in attending meetings of the Board or a committee of the Board;(b)
    
    on the business of the Company; or(c)
    
    in carrying out that Directors duties as a Director.
 14.
    
    DIRECTORS MATERIAL INTERESTS AND DUTIES14.1
    
    Definition of Material InterestMaterial Interestmeans for the purposes of this clause 14, in relation to a
Director, but subject to clause 14.6, any interest (other than an interest in
relation to which the Act provides that a director is not, or is not to be taken to
be, interested including, without limitation, an interest to which section 117(2)
applies) which would result in the Director being Interestedfor the purposes of
section 117(1) of the Act.




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##### 



14.2
    
    Disclosure of Material InterestWhere a Director has a Material Interest the Director shall comply with section 118
by causing an entry to be made in the interests register.14.3
    
    Failure to disclose Material InterestWhere a Director with a Material Interest:
 (a)
    
    does not comply with section 118; and(b)
    
    exercises any of the powers referred to in section
122,
 the Director is in breach of his duty to the Company.14.4
    
    Powers of Directors with Material InterestA Director with a Material Interest who complies with section 118 may do any of
the things and exercise all or any of the powers provided for in section 122.14.5
    
    Director may hold office of CompanyThe Company may appoint a Director:
 (a)
    
    to hold any office in, or place of profit in respect of, the
Company (except that of Auditor) on terms determined by the Board; or(b)
    
    alone or by a firm of which the Director is a member, to act
in any professional capacity and the Director or that firm may be remunerated
for so acting as if the Director were not a Director.
 14.6
    
    Application to Alternate DirectorsThe provisions of this clause 14 apply to the Material Interests of an Alternate
Director, but an Alternate Director does not have a Material interest solely by
reason of the fact that the Director who has appointed the Alternate Director has
a Material Interest and vice versa.14.7
    
    Directors may act in interests of ShareholderThe Shareholders acknowledge that the Company has been incorporated to carry out a
joint venture between the Shareholders and each Director may, when exercising
powers or performing duties as a Director in connection with the carrying out of
the joint venture, act in a manner which the Director believes is in the best
interests of a Shareholder or Shareholders even though it may not be in the best
interests of the Company.14.8
    
    Directors duties  subsidiariesWhere:
 (a)
    
    the Company is a subsidiary, but not a wholly owned
subsidiary, of another company; and(b)
    
    the Shareholders, other than the holding company, have
given their prior agreement,
 each Director may, when exercising powers or duties as a Director, act in a manner
which the Director believes is in the best interests of the Companys holding
company or another company within the same group of companies even though it may
not be in the best interests of the Company.




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##### 



15.
    
    ALTERNATE DIRECTORS15.1
    
    Power to appoint Alternate DirectorA Director (but not an Alternate Director) may from time to time in accordance with
the procedures set out in clause 15.2 appoint any person eligible to be a Director
to be the Alternate Director of the Appointor whether for a specified period or
until the appointment is revoked.15.2
    
    Method of appointmentAn Alternate Director is appointed as such where:
 (a)
    
    the Appointor gives notice in writing (including, without
limitation, by facsimile transmission) to the Company in the form of Schedule
2 or in any other form that the Board may from time to time prescribe or
accept; and(b)
    
    the Board (excluding the Appointor from voting) approves
the person specified to be the Alternate Director of the Appointor.
 15.3
    
    Termination of appointmentThe Appointor, at any time and regardless of whether the appointment is for a
specified period, may revoke the appointment of a person as the Appointors
Alternate Director by notice in writing (including, without limitation, by
facsimile transmission) to the Company to that effect and the appointment is
automatically revoked if the Appointor ceases to be a Director.15.4
    
    Entitlements of Alternate DirectorAn Alternate Director by reason of being appointed as such:
 (a)
    
    is not entitled to receive notice of meetings of the Board
unless the Appointor has by notice in writing (including, without limitation,
by facsimile transmission) to the Company required it to do so;(b)
    
    if the Appointor is not present at a meeting of the
Board, may attend and vote at that meeting in place of the Appointor;(c)
    
    if also a Director, may vote both as a Director and as an Alternate Director;(d)
    
    and when acting as such, is an officer of the Company and not
an agent of the Appointor and, in those circumstances, is subject to all the
duties and has all the powers and rights of the Appointor as a Director; and(e)
    
    may not be remunerated except out of the remuneration which
would otherwise be available to be paid to the Appointor and, in respect of
that remuneration, the Alternate Directors only rights (if any) are against
the Appointor and not the Company.
 16.
    
    MANAGING DIRECTOR AND OTHER EXECUTIVE DIRECTORS16.1
    
    Appointment of Managing DirectorThe Board may from time to time appoint one or more of the Directors to be a
Managing Director either for a fixed term (but not for life) or without fixing
a term and on any terms and conditions that it determines.




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##### 



16.2
    
    Termination of appointment of Managing DirectorThe appointment of the Managing Director terminates if:
 (a)
    
    the Managing Director ceases for any reason to be a Director; or(b)
    
    the Board revokes the appointment (which this paragraph empowers it to do).
 16.3
    
    Remuneration of Executive DirectorsThe Board may fix the remuneration of each Executive Director and that
remuneration may comprise any or all of:
 (a)
    
    salary;(b)
    
    commission on profits or Dividends: or(c)
    
    participation in profits.
 16.4
    
    Powers of Executive DirectorsSubject to the Act, and in particular section 111, the Board may, by resolution
passed with no Class of Directors voting against it, from time to time and upon
any terms and conditions and subject to any restrictions that it considers
appropriate:
 (a)
    
    confer on an Executive Director any or all of the powers of
the Board (which powers may be conferred so as to be concurrent with, but not
to the exclusion of, the powers of the Board); and(b)
    
    withdraw or alter any of those powers.
 17.
    
    POWERS OF THE BOARD17.1
    
    Powers generallyExcept as otherwise required by the Act, in particular section 110, or any other
applicable law or another provision of this constitution:
 (a)
    
    the business and affairs of the Company shall be
managed by, or under the direction or supervision of, the Board; and(b)
    
    the Board has all the necessary powers for managing,
and for directing and supervising the management of, the business and
affairs of the Company,
 to the exclusion of any meeting of Shareholders and the Shareholders.17.2
    
    Appointment of attorneySubject to the Act, and in particular section 111, the Board may by unanimous
resolution by power of attorney appoint any person to be an attorney of the
Company for the purposes, with the powers (being powers of the Board), for the
period and subject to the conditions determined by it.17.3
    
    Contents of power of attorneyA power of attorney under clause 17.2 may, without limitation:
 (a)
    
    contain any provisions for the protection and
convenience of persons dealing with the attorney as the Board determines;
and




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##### 



(b)
    
    authorise the attorney to delegate any or all of the powers vested in
the attorney.
 17.4
    
    Reservation of powers to the CompanyThe Board may only change the principal business of the Company with the consent of
Shareholders.18.
    
    PROCEEDINGS OF THE BOARD18.1
    
    Mode of meetingThe Board may meet in person or by telephone or other instantaneous means of
conferring for the dispatch of business (or by any combination of those means)
which allows each person present to hear and be heard by each other person present,
and adjourn and otherwise regulate its meetings as it determines.18.2
    
    QuorumThe quorum of Directors present at a meeting of the Board necessary for the
transaction of business at the meeting is one of each Class of Director and for the
purposes of this clause and clauses 18.4 and 18.10, a Director is treated as
present at the meeting by telephone or other instantaneous means of conferring if
the Director is able to hear the entire meeting and be heard by all others
attending the meeting.18.3
    
    Notice of meetingNotice of each meeting of the Board:
 (a)
    
    must be given to each Director (and each Alternate Director
in respect of whom the Appointor has given notice to the Company requiring
notice to be given to that Alternate Director); and(b)
    
    may be given by telephone or facsimile message,
 but the non-receipt of any notice of a Board meeting by a Director does not
affect the validity of the convening of the meeting.18.4
    
    Place of meetingWhere the Board holds a meeting solely or partly by telephone or other
instantaneous means of conferring, the meeting is to be treated as held at the
place at which at least one of the Directors present at the meeting is physically
located as is agreed by those Directors present at the meeting.18.5
    
    Period of noticeThe Board may determine the period of notice (unless waived by a majority of each
Class of Directors to whom notice of a particular meeting is sent) for each
meeting of the Board which, until otherwise determined, is 24 hours.18.6
    
    Convening of Board meetingA Director may at any time, and the Secretary must on request from a Director,
convene a meeting of the Board.18.7
    
    Appointment of Chairman
 (a)
    
    The Class of Directors representing a Shareholder whose
Proportionate Interest is greater than 50% may appoint one Director as
Chairman and another as Deputy




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##### 



Chairman and may determine the period (while that Shareholders
Proportionate Interest is greater than 50%) for which each of those
Directors is to hold that office.(b)
    
    If the Proportionate Interest of the Shareholders is 50% each:
 (i)
    
    the Class A Directors may appoint the Chairman and Deputy Chairman
until the end of the financial year in which the Proportionate
Interest of each of the Shareholders becomes 50%;(ii)
    
    the Class B Directors may appoint the
Chairman and Deputy Chairman during the financial year after the time
referred to in clause 18.7(b)(i); and(iii)
    
    the Class A Directors may appoint the
Chairman and Deputy Chairman during the financial year after that
referred to in clause 18.7(b)(ii),
 and so on by way of rotation of the right to appoint the Chairman and Deputy
Chairman for periods of one year amongst the Classes of Directors.18.8
    
    Chairman of Board meetingsWhere the Board holds a meeting and:
 (a)
    
    a Chairman has not been appointed under clause 18.7 or the
Chairman is not present within 15 minutes of the time appointed for the
holding of the meeting or is unwilling or unable to act; and(b)
    
    a Deputy Chairman has not been appointed under clause 18.7 or
the Deputy Chairman is not present within 15 minutes of the time appointed for
the holding of the meeting or is unwilling or unable to act.
 the Directors present at the meeting may choose one of their number to be chairman
of that meeting.18.9
    
    Majority decisionsExcept as otherwise provided by this constitution, every question arising and
resolution dealt with at a meeting of the Board is to be decided by a majority of
votes of the Directors present and voting on the question or resolution, but so
that, regardless of the number of Directors present, each Class of Directors has
the proportion of votes equal to the Proportionate Interest of the Shareholder
which they represent.18.10
    
    Votes of DirectorsSubject to this constitution (and in particular but without limitation,
clauses (18.9 and 18.10):
 (a)
    
    each Director (including a person who is only a Director by
reason of being an
Alternate Director) present at a meeting of the Board has a right to
participate in
the voting on every question or resolution put to a vote at that meeting;
and(b)
    
    under no circumstances does the chairman have a casting vote.
 18.11
    
    Exercise of powers by BoardA power of the Board is exercisable only:
 (a)
    
    by resolution at a meeting of the Board at which a quorum is present; or(b)
    
    by a resolution of the Directors under clause 18.14.




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##### 



18.12
    
    Delegation to committee
 (a)
    
    The Board may, by resolution passed with no Class of
Directors voting against it, delegate any of its powers (which powers may be
delegated so as to be concurrent with, but not to the exclusion of, the powers
of the Board) to a committee consisting of an equal number of Directors from
each Class of Directors.(b)
    
    The Board may review, reconsider, vary, alter or reverse any
decision of a committee appointed under paragraph (a) and may substitute its
own decision on any such matter.
 18.13
    
    Committee powers and meetingsWhere the Board has appointed a committee under clause 18.12:
 (a)
    
    that committee must exercise the powers delegated to it under
clause 18.12 in accordance with any directions of the Board;(b)
    
    a power so delegated when exercised by the committee in
accordance with clause 18.13(a) and ratified by the Board is treated as
exercised by the Board;(c)
    
    the members of the committee may elect a chairman from
among those members who are Directors;(d)
    
    where a committee holds a meeting and:
 (i)
    
    has not elected a chairman under paragraph (c) of this clause; or(ii)
    
    the chairman so elected is not present
at the meeting within 15 minutes of the time appointed for the holding
of the meeting or is unwilling or unable to act,
 the members of the committee present at the meeting may choose one of their
number to be chairman of the meeting;(e)
    
    the committee may meet in person or by telephone or other
instantaneous means of conferring for the dispatch of business (or by any
combination of those means) and adjourn and otherwise regulate its meetings
as it may determine;(f)
    
    every question arising and resolution to be dealt with at a
meeting of a committee is to be decided by a majority of votes of the members
present and voting on the question or resolution, but so that, regardless of
the number of members present, the members representing each Class of
Directors have collectively only one vote;(g)
    
    subject to this constitution (and in particular but without
limitation, clause 18.13(f)) each member present at a meeting of a committee
has a right to participate in the voting on every question or resolution put
to a vote at that meeting;(h)
    
    under no circumstances does the chairman have a casting vote; and(i)
    
    the committee meetings are otherwise governed by the provisions of this
constitution which regulate the meetings and procedures of the Board
to the greatest extent practicable.
 18.14
    
    Written resolution of DirectorsIf all the Directors entitled to receive notice of a meeting of the Board and to
vote on a resolution sign a document to the effect that they support the resolution
(the terms of which are set out in the document), a resolution in those terms is
for all purposes treated as




---



##### 



having been passed at a duly convened meeting of the Board held on the date and at
the time when the last Director signed the document.18.15
    
    Several documents sufficeFor the purpose of clause 18.14:
 (a)
    
    two or more separate documents in identical terms each of
which is signed by one or more Directors are treated as one document;(b)
    
    the signature by an Alternate Director of a document is
not required if the Appointor of that Alternate Director has signed the
document;(c)
    
    the signature by the Appointor of an Alternate
Director of a document is not required if that Alternate Director has
signed the document; and(d)
    
    a telex, telegram or facsimile message containing the
text of the document expressed to have been signed by a Director and
sent to the Company is a document signed by that Director at the time
of its receipt by the Company.
 18.16
    
    Validity of acts of DirectorsEach resolution passed or act or thing performed or done by, or with the
participation of, a person acting as a Director or member of a committee in respect
of whom it is later discovered there was some defect in appointment to, or
continuation in, office of that person or that the person was disqualified or not
entitled to perform, vote on or do, the resolution, act or thing, is as valid and
effective as if that Director or member of committee had been validly appointed,
had validly continued in office, had not been disqualified and was entitled so to
perform, vote or do.18.17
    
    Other proceduresExcept as provided in this clause 18, the Board may determine its own procedures.18.18
    
    Fourth Schedule not to applyExcept to the extent that any such provision may be expressly adopted in this
constitution, the provisions of the Fourth Schedule to the Act shall not apply to
proceedings of the Board.19.
    
    SECRETARY19.1
    
    Appointment of SecretaryThe Board may:
 (a)
    
    appoint any person to be a Secretary of the Company;(b)
    
    determine the term of appointment, powers, duties and
remuneration of that person as a Secretary;(c)
    
    vary any determination so made; and(d)
    
    terminate or suspend any appointment of a person as a Secretary.




---



##### 



20.
    
    COMPANY ADMINISTRATION20.1
    
    Minutes to be madeThe Board must cause minutes to be made of:
 (a)
    
    the names of the Directors present at each Board meeting;(b)
    
    the names of the committee members present at each meeting of
a committee appointed under clause 18.12;(c)
    
    the proceedings and resolutions of each meeting of Shareholders;(d)
    
    the proceedings and resolutions of each Board meeting; and(e)
    
    the proceedings and resolutions of each meeting of a
committee appointed under clause 18.12.
 20.2
    
    Minutes to be enteredThe Board must cause all minutes made under clause 20.1 to be entered in the
relevant minute book of the Company.20.3
    
    Signature of minutesThe minutes of a meeting made under clause 20.1, if appearing on their face to be
signed by the chairman of the meeting or the chairman of the next succeeding
meeting of the relevant body, are sufficient but (except where this constitution
otherwise provides) not conclusive evidence without proof of any further facts of
the matters stated in them.20.4
    
    Custody of Common SealThe Board must provide for the safe custody of the Common Seal.20.5
    
    Use of Common SealThe Common Seal may only be used with the authority of either:
 (a)
    
    the Board; or(b)
    
    a committee appointed under clause 18.12 empowered to
authorise the use of the Common Seal.
 20.6
    
    Mode of execution by Common SealAn instrument is validly executed under the Common Seal where the Common Seal is
affixed to it in the presence of:
 (a)
    
    at least one Director from each Class of Directors; or(b)
    
    two persons appointed by the Board for the purpose,
 who each sign the instrument to attest the affixing of the Common Seal.20.7
    
    Official SealThe Company may have, for use in any place outside Papua New Guinea a duplicate
common seal (known as the Official Seal for that place) which shall be a facsimile
of the Common Seal but with the addition on its face of the name of the place where
it is to be used.




---



##### 



20.8
    
    Authority to affix an Official SealThe Company may by instrument under the Common Seal authorise any person either
generally or in specified circumstances to affix the Official Seal for a particular
place in that place to any instrument to which the Company is a party and determine
any manner required for the affixing by that person of that Official Seal in that
place.20.9
    
    Effect of Official SealWhere an Official Seal is affixed to an instrument in the place to which it relates
by a person authorised and in the circumstances authorised for that person under
clause 20.8 in the manner described in clause 20.8 (if any), that instrument is to
be treated for all purposes as having been validly executed under the Common Seal.20.10
    
    Execution of bills and chequesAll cheques, bills of exchange and other negotiable instruments, all orders for
payment and all receipts for money paid to the Company, may only be signed for and
on behalf of the Company in the manner (which may include the use of facsimile
signatures) determined, and by the persons appointed for the purpose, by the Board
from time to time.21.
    
    DIVIDENDS AND OTHER DISTRIBUTIONS21.1
    
    Declaration of DividendsSubject to the Act, in particular section 50 and clause 2.6, the Board may authorise
the distribution of a Dividend to be distributed to the Shareholders according to
their respective Proportionate Interests, determine the property to constitute the
Dividend and fix the time for distribution.21.2
    
    No interest on DividendsNo Dividend (whether in money or otherwise) bears interest as against the Company.21.3
    
    Obligation to distributeWhere the Board declares a Dividend under clause 21.1 the obligation of the Company
to make the distribution only arises where the Board fixes the time for
distribution and that time has arrived and, if the Dividend is a distribution of
money, no debt arises in respect of the Dividend until that time.21.4
    
    Payment of Dividend in specieWithout limiting clause 21.1 but subject to section 52, where the Board authorises
the distribution of a Dividend by a distribution of money it may also decide that
all or any part of that Dividend be paid and satisfied by the distribution of
specific assets (including, without limitation, paid up shares or other securities
of the Company or of any other body corporate).21.5
    
    Deductions from DividendsThe Board may deduct from any Dividend which is a distribution of money payable to
a Shareholder any money presently payable by the Shareholder to the Company in
respect of which a lien then exists under clause 5.21.6
    
    Retention of DividendsThe Board may retain any Dividend in respect of which the Company has a lien and:




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##### 



(a)
    
    if the Dividend is a distribution of property other than
money, realise that property so that it is represented by money; and(b)
    
    apply the Dividend in or towards the satisfaction of the
debts or liabilities in respect of which the lien exists.
 21.7
    
    Settlement of difficultiesSubject to clause 2.6, the Board may settle any difficulty that may arise in
respect of any distribution under clauses 21.1 to 21.5 (inclusive) as it considers
desirable to adjust the rights of all parties and, in particular, may (without
limitation):
 (a)
    
    round or disregard any fractional entitlement;(b)
    
    set the value of each asset to be distributed;(c)
    
    determine that money to be paid to any Shareholder
instead of a particular distribution;(d)
    
    vest any property in trustees for any Shareholder; and(e)
    
    appoint a person to execute as agent or attorney on behalf of
each Shareholder entitled to a Dividend to be distributed otherwise than as
money any instrument of transfer or other document necessary to vest in the
Shareholder full legal and equitable title to the property the subject of the
Dividend.
 21.8
    
    Unclaimed DividendAll Dividends declared but unclaimed may:
 (a)
    
    in the case of Dividends not to be distributed as money, be
realised into money; and(b)
    
    in any case, be invested for the benefit of the Company until
claimed or until required to be dealt with under any applicable law dealing
with unclaimed money.
 22.
    
    NOTICES22.1
    
    ServiceAny document required to be served by or on the Company may be served in
accordance with the provisions of the Act.22.2
    
    Binding on othersAny person entitled to a Share (whether by transfer, operation of law or
otherwise) is to be treated as having duly received every notice in respect of
that Share which was duly given to the person from whom that person derives that
entitlement before the person entitled is entered in the Register as the holder
of the Share.22.3
    
    Signature of noticeThe signature to any notice given by the Company may be written or affixed in any
way.22.4
    
    Certificate of Director or SecretaryIf a Director or Secretary signs a certificate that a notice was given in the manner
set out in the certificate, that certificate is prima facie evidence of the accuracy
of the matters set out in it.




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##### 



23.
    
    INSPECTION AND SECRECY23.1
    
    Board to permit InspectionThe books, accounts and other information of the Company is to be available for
inspection by Shareholders at all reasonable times.23.2
    
    Obligation of secrecySubject to clause 23.1, every officer of the Company must:
 (a)
    
    keep strictly secret all transactions and affairs
of, the accounts of and all information concerning the Company; and(b)
    
    if so required by the Board, sign a declaration accepting the
obligation of secrecy and undertaking not to disclose any information within
the officers knowledge the subject of that obligation to any person, except
in the proper course and performance of the officers duties, as required by
law or as permitted or required by the Board.
 24.
    
    LIQUIDATION24.1
    
    Power of BoardThe Board may by unanimous resolution authorise the making of an application by the
Company for the appointment by the Court of a liquidator to the Company.24.2
    
    Distribution if insufficient assetsSubject to the terms of issue of a Share, if the Company is in liquidation and the
assets available for distribution among the Shareholders (in that capacity) are
insufficient to repay all the paid up capital, those assets will be distributed so
that, to the greatest possible extent, the amount distributed to a Shareholder is
proportional to its Proportionate Interest.24.3
    
    Distribution of surplus assetsSubject to the terms of issue of a Share, if the Company is in liquidation and
after distribution of assets to repay paid up capital there remain assets available
for distribution to the Shareholders (in that capacity), those assets will be
distributed so that, to the greatest possible extent, the amount distributed to a
Shareholder is proportional to its Proportionate Interest.25.
    
    MISCELLANEOUS25.1
    
    IndemnityThe Company is authorised to indemnify and shall indemnify to the fullest extent
permitted by the Act each Director and employee of the Company or a related
company:
 (a)
    
    for any costs incurred by that person in any proceeding of
the kind described in section 140(3); and(b)
    
    for any:
 (i)
    
    liability to any person other than the
Company or a related company for any act or omission in that
persons capacity as a Director or employee; and




---



##### 



(ii)
    
    costs incurred by that person in
defending or settling any claim or proceeding relating to any
such liability,
 not being criminal liability or liability in respect of a breach, in the
case of a Director, of the duty specified in section 112 or, in the case of
an employee, of any fiduciary duty owed to the Company or a related
company.
 25.2
    
    InsuranceThe Company is authorised with the prior approval of the Board, to effect insurance
for each Director and employee of the Company or a related company in respect of:
 (a)
    
    liability, not being criminal liability, for any act or
omission in his capacity as a Director or employee;(b)
    
    costs incurred by that Director or employee in defending or
settling any claim or proceeding relating to any such liability; and(c)
    
    costs incurred by that Director or employee in defending any
criminal proceedings in which he is acquitted.
 25.3
    
    InterpretationWords having extended meanings by section 140(9) shall have those extended meanings
in clauses 25.1 and 25.2.25.4
    
    General authorisationWhere the Act authorises or permits a company to do any thing if so authorised by
its constitution, the Company is authorised by this clause to do that thing.25.5
    
    Acts of Class of ShareholdersAny act or thing which may pursuant to this constitution be done by a
Class of Shareholders may be done:
 (a)
    
    where a Shareholder holds in excess of one half of the
issued Shares of the relevant Class, by that Shareholder; or(b)
    
    in any other case, by Shareholders of that Class who hold, in
aggregate, more than one half of the issued Shares of that Class.
 25.6
    
    Inconsistency with Shareholders AgreementWhile the Shareholders Agreement is in force, if the Shareholders Agreement is
inconsistent with this document, the Shareholders Agreement prevails to the extent
of the inconsistency.




---



##### 



Schedule 1
 (clause 10.5)
 PROXY FORM
 Hidden Valley Services Limited
 (Name of shareholder or shareholders)
  (Address of shareholder or shareholders)
 Shareholder shareholder
 (Name of proxy)
  (Address of proxy)
 [or until [ ] being not more than one
year from the date of appointment
   For:  o
    
    Against:  o
    
    Abstain:  o
 (A mark should be placed in the appropriate box if the Shareholder wishes to direct the
proxy to vote in a specified way in relation to the above resolution[s]. If no direction
is given, the proxy may vote or not as the proxy sees fit.)
 This form must be signed by the Shareholder (in the case of a body corporate under its
common seal) or by an attorney of the Shareholder.




---



##### 



Dated:Signed:SIGNEDfor an on behalf of the
Shareholder specified above by its
duly appointed attorney in the presence of:AttorneySignature of witness
    
    NameName
    
    Date of Power of AttorneyTHE COMMON SEALof the Shareholder
(being a body corporate) specified
above, the fixing of which was
witnessed by:Signature of director
    
    Signature of director/secretaryName
    
    Name




---



##### 



Schedule 2
 (clause 15.2)
 FORM OF APPOINTMENT OF ALTERNATE DIRECTOR
 
  Dated:
 (Signature)
 (Name printed)
 
 *
    
    Delete and complete as required




---



##### 



Annexure D
 SERVICES AGREEMENT




---



##### 



Services Agreement
 Morobe Consolidated Goldfields Limited
 Newcrest PNG 1 Limited
 Hidden Valley Services Limited
  
 Reference RAF MMR 07 1427 3151




---



##### 



Contents
 1.
    
    INTERPRETATION
    
    
    41.1
    
    Definitions
    
    
    41.2
    
    Joint Venture Agreement definitions apply
    
    
    41.3
    
    Rules for interpreting this document
    
    
    42.
    
    CONDITIONS PRECEDENT
    
    
    53.
    
    APPOINTMENT AS THE OPERATOR OF THE JOINT VENTURE
    
    
    54.
    
    OPERATORS COSTS AND EXPENSES
    
    
    54.1
    
    Costs and expenses
    
    
    54.2
    
    Current statements
    
    
    65.
    
    AGENCY OF THE OPERATOR
    
    
    66.
    
    SUPERVISION BY JOINT VENTURE COMMITTEE
    
    
    67.
    
    OPERATORS RIGHTS AND OBLIGATIONS
    
    
    67.1
    
    Operators rights and obligations
    
    
    67.2
    
    Reports to Venturers
    
    
    77.3
    
    Limits on operations and expenditure
    
    
    87.4
    
    Emergency contributions to expenditure
    
    
    87.5
    
    Records and reports
    
    
    87.6
    
    Liability
    
    
    87.7
    
    Indemnity
    
    
    97.8
    
    Audits
    
    
    98.
    
    CONTRACTS
    
    
    98.1
    
    Tendering for contracts
    
    
    98.2
    
    Contracts to be provided to Venturers
    
    
    108.3
    
    Operators entry into contracts
    
    
    109.
    
    EMPLOYEES, AGENTS, CONSULTANTS AND SECONDEES
    
    
    1010.
    
    ENCUMBRANCES
    
    
    1011.
    
    GOODS AND SERVICES TAX
    
    
    1111.1
    
    GST exclusive amounts
    
    
    1111.2
    
    Payment of GST
    
    
    1111.3
    
    Reimbursements
    
    
    1111.4
    
    Indemnities
    
    
    1111.5
    
    Member of GST group
    
    
    1111.6
    
    Accounting for GST
    
    
    1111.7
    
    GST liability and input tax credits
    
    
    11




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##### 



11.8
    
    GST returns
    
    
    1211.9
    
    Registration
    
    
    1211.10
    
    Indemnity
    
    
    1212.
    
    FORCE MAJEURE
    
    
    1212.1
    
    Notice and suspension of obligations
    
    
    1212.2
    
    Effort to overcome
    
    
    1212.3
    
    Alternative supply
    
    
    1313.
    
    TERMINATION
    
    
    1313.1
    
    Term
    
    
    1313.2
    
    Consequences of termination
    
    
    1313.3
    
    Delivery of Books and Records
    
    
    1313.4
    
    Successor Manager to be bound
    
    
    1314.
    
    CONFIDENTIALITY
    
    
    1415.
    
    ASSIGNMENT AND AMENDMENT
    
    
    1415.1
    
    Amendment
    
    
    1415.2
    
    Restrictions on Assignment
    
    
    1416.
    
    DISPUTE RESOLUTION
    
    
    1516.1
    
    Application
    
    
    1516.2
    
    Notice of dispute or difference
    
    
    1516.3
    
    Negotiation between Representatives
    
    
    1516.4
    
    Negotiation by senior management
    
    
    1616.5
    
    Arbitration
    
    
    1716.6
    
    Continuance of performance
    
    
    1716.7
    
    Summary or urgent relief
    
    
    1717.
    
    NOTICES
    
    
    1717.1
    
    How to give a notice
    
    
    1717.2
    
    When a notice is given
    
    
    1817.3
    
    Address for notices
    
    
    1818.
    
    GENERAL
    
    
    1818.1
    
    Governing law
    
    
    1818.2
    
    Giving effect to documents
    
    
    1918.3
    
    Waiver of rights
    
    
    1918.4
    
    Severance
    
    
    1918.5
    
    Operation of indemnities
    
    
    1918.6
    
    Consents
    
    
    1918.7
    
    Exclusion of contrary legislation
    
    
    1918.8
    
    Counterparts
    
    
    19




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##### 



Services Agreement
 DATE
 PARTIES
 Morobe
Consolidated Goldfields Limited, (MCG)
 Newcrest PNG 1 Limited, (Newcrest)
 Hidden Valley Services Limited, (Operator)
 RECITALS
 A.
    
    Under the terms of the Joint Venture Agreement MCG and Newcrest have agreed
to
establish and, with the Operator, operate a joint venture for the exploration for
and the
development, mining and production of Mineral Products in the Tenements.B.
    
    The Joint Venture Agreement provides that as soon as possible after the
commencement
of the Joint Venture, MCG and Newcrest must execute a Services Agreement with the
Operator.C.
    
    This document records the terms under which MCG and Newcrest have agreed to
appoint
the Operator as the operator of the Joint Venture.
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.Assignmeans to sell, transfer, assign, make a gift of, lease, licence, or part
possession with, declare a trust over, or in any other way dispose of, deal with or
create an interest in or to agree to do any of those things other than by creating
an Encumbrance.Joint Venture Agreementmeans the joint venture agreement entered into between MCG,
Newcrest and the Operator dated on or about the date of this document.1.2
    
    Joint Venture Agreement definitions applyAny other term used in this document that is capitalised has the meaning given to
it in the Joint Venture Agreement.1.3
    
    Rules for interpreting this document
 (a)
    
    All rules for interpreting the Joint Venture Agreement
set out in clauses 1.2 and 1.3 of that document as amended, apply in
interpreting this document, except where the context makes it clear that a
rule is not intended to apply.




---



##### 



(b)
    
    All references to clauses in this document are
references to clauses (including subclauses and paragraphs) in this document
unless specifically stated otherwise in this document.
 2.
    
    CONDITIONS PRECEDENTThe obligations of the parties under this document do not become binding until the
conditions precedent set out in clause 2 of the Joint Venture Agreement are
satisfied or waived in accordance with that clause.3.
    
    APPOINTMENT AS THE OPERATOR OF THE JOINT VENTUREMCG and Newcrest appoint the Operator as the Operator of the Joint Venture
and the Operator accepts the appointment subject to the terms of this
document and the Joint Venture Agreement.4.
    
    OPERATORS COSTS AND EXPENSES4.1
    
    Costs and expenses
 (a)
    
    The Operator is entitled to recover all of its costs and
expenses incurred for the purpose of achieving the Objects of the Joint Venture (including the items
referred
to in sections 3.2 to 3.17 of Schedule 2 of the Joint Venture Agreement) if
those
costs:
 (i)
    
    have been incurred in accordance
with an Operating Program and a Budget; or(ii)
    
    are otherwise authorised by the Joint Venture Agreement or this document.
 (b)
    
    The costs and expenses referred to in clause 4.1 (a) which
are incurred by the Operator in the performance of its functions form part of Joint Venture
Expenditure and the Venturers must pay those costs and expenses to the Operator in
accordance with the Joint Venture Agreement (including the Accounting Procedure).(c)
    
    The Operator is not to charge the Venturers a management fee
and overhead charges for performing its functions as Operator under this
document and the Joint Venture Agreement without the prior approval of the
Joint Venture Committee.(d)
    
    The Operator is entitled to debit, and be indemnified out of, the Joint Account
for:
 (i)
    
    the costs and expenses referred to in
clause 4.1(a) which are incurred by the Operator; and(ii)
    
    the management fees and
overhead charges it charges under clause 4.1(c).
 (e)
    
    Overhead charges of the Operator under clause 4.1 (c) are
restricted to overheads of the Operator arising in Papua New Guinea and do not, except with the
prior
written consent of the Venturers, include any corporate overheads relating
to the
shareholders of the Operator.




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##### 



4.2
    
    Current statementsThe Operator must give each Venturer a current statement in accordance with clause
12.3 of the Joint Venture Agreement.5.
    
    AGENCY OF THE OPERATOR
 (a)
    
    Subject to the terms of this document, in its capacity
as operator of the Joint Venture, the Operator is the agent of the
Venturers.(b)
    
    In that capacity, subject to the supervision of the Joint
Venture Committee, the Operator is in charge of all Operating Programs and
other activities conducted, or a substantial part of which is conducted, in
the JV Area. For that purpose, the Operator has the rights and obligations
specified in clause 7.
 6.
    
    SUPERVISION BY JOINT VENTURE COMMITTEEThe Operator:
 (a)
    
    is subject to the supervision of the Joint Venture Committee;(b)
    
    must carry out any instruction properly given to it by the
Joint Venture Committee; and(c)
    
    must submit all matters of a type described in clause
6.4 of the Joint Venture Agreement to the Joint Venture Committee for
consideration and resolution.
 7.
    
    OPERATORS RIGHTS AND OBLIGATIONS7.1
    
    Operators rights and obligationsSubject to clauses 3 to 6 inclusive, the Operator has the following rights and
obligations:
 (a)
    
    the Operator must carry out the Operating Program from time
to time of the Joint Venture in accordance with the provisions of the Joint
Venture Agreement and this document and the Operator will dedicate itself on
an exclusive basis to the efficient and economic conduct of the Joint Venture.
The Operator must not without the prior written consent of the Venturers carry
on or be interested in any business activity during the term of its
appointment as Operator except under this document and the Joint Venture
Agreement;(b)
    
    the Operator, its directors, employees or agents or
independent contractors engaged by the Operator must conduct all activities
and operations (including the development and operation of Joint Venture
Facilities) subject to this clause 7.1;(c)
    
    the Operator has the conduct of all operations under the
Joint Venture on behalf of the Venturers and has custody of all Joint Venture
Property for this purpose;(d)
    
    the Operator must obtain or cause to be obtained for the
Joint Venture in accordance with the provisions of the Joint Venture
Agreement, all Authorisations, mining titles and other rights to the use of
land and ancillary rights that may be required to conduct operations under
this document and the Joint Venture Agreement;(e)
    
    the Operator must use all reasonable endeavours to maintain
each Tenement in good standing in accordance with good mining industry
practice, including:




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##### 



(i)
    
    ensuring that the minimum expenditure
requirements arising from each Tenement are met or that exemptions
from those requirements are obtained;(ii)
    
    lodging reports required;(iii)
    
    making rental and other necessary payments; and(iv)
    
    making all necessary applications for
renewals or replacements by other rights;
 (f)
    
    the Operator must conduct operations in respect of the Joint
Venture in accordance with all applicable laws, the terms of each Tenement,
the Mining Act and good mining industry practice (including any requirement
that may be necessary for safety and rehabilitation);(g)
    
    the Operator:
 (i)
    
    may represent each Venturer in any dealings with a Government Agency
concerning the Joint Venture and the furtherance of its Objects; and(ii)
    
    may sign and make submissions to a
Government Agency on behalf of each Venturer;
 (h)
    
    the Operator must pay all costs and expenses properly
incurred by it for the Joint Venture and in connection with its activities
under this document and the Joint Venture Agreement;(i)
    
    the Operator must notify each Venturer immediately of any significant event
concerning the exploration for, or the development or production of,
Mineral Products under this document or the Joint Venture Agreement;
and
 (J)
    
    the Operator must perform its obligations as set out in the Joint Venture
Agreement, including preparing and distributing proposed Operating Programs
and Budgets in accordance with clause 7.5 of the Joint Venture Agreement.
 7.2
    
    Reports to VenturersThe Operator must:
 (a)
    
    give each Venturer a monthly report on operations in
the JV Area within 10 Business Days after the end of each calendar
month;(b)
    
    give each Venturer, before the commencement of each quarter
during a financial year a forecast of expenditure compared against the
Operating Program and Budget for the remainder of that financial year;(c)
    
    give each Venturer a copy of all exploration results,
production reports and other reports, surveys and data relating to operations
in the JV Area promptly after it receives any of them;(d)
    
    give each Venturer a copy of each approved Operating Program
and Budget (with amendments, if any) promptly after the Joint Venture
Committee approves such Operating Program and Budget;(e)
    
    give a Venturer a copy of any report, survey or other data
relating to operations in the JV Area requested by that Venturer within a
reasonable time of that request; and




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##### 



(f)
    
    respond promptly to a Venturers reasonable request
for information or inquiry concerning operations under this document and the
Joint Venture Agreement.
 The cost of each report, survey or other data referred to in this clause 7.2 is
Joint Venture Expenditure.7.3
    
    Limits on operations and expenditureSubject to this clause and clause 7.4 of this document and clause 6.2 of the
Master Purchase and Farmin Agreement, the Operator must only:
 (a)
    
    undertake operations that are included in an approved
Operating Program (including the Stage 2 Operating Program); and(b)
    
    make expenditure that does not exceed the amount
provided in a currently approved Budget; and
 Despite the foregoing, the Operator must conduct operations and make expenditure on
behalf of each Venturer that is essential to:
 (i)
    
    give effect to this document and the Joint Venture Agreement;(ii)
    
    fully discharge the obligations that would otherwise
fall on the Venturers under this document and the Joint Venture Agreement
(other than in respect of the payment of Called Sums); and(iii)
    
    protect the rights and interests of each Venturer to
and in each Tenement and other Joint Venture Property held for the purposes of
this document or the Joint Venture or both.
 7.4
    
    Emergency contributions to expenditureif an emergency occurs:
 (a)
    
    the Operator may make any immediate expenditure it thinks
necessary for the protection of life, limb, property or any Venturers
Participating Interest.(b)
    
    the Operator must immediately report the emergency
expenditure to each Venturer; and(c)
    
    each Venturer is liable for the emergency
expenditure in proportion to its Participating Interest and must
pay its proportion to the Operator.
 7.5
    
    Records and reportsThe Operator must:
 (a)
    
    keep adequate records of accounts and operations under this
document and the Joint Venture Agreement; and(b)
    
    with the co-operation and assistance of all Venturers,
prepare and submit all reports and other data required by applicable law or by
any term or condition of a Tenement.
 7.6
    
    LiabilitySubject to clause 6, none of the Operator, its directors, employees and agents is
liable to a Venturer for:




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##### 



(a)
    
    any act done or omitted to be done by it in the performance
of any provision of this document or the Joint Venture Agreement if, in doing
or omitting to do the act, the Operator acted in good faith and without Wilful
Misconduct or Gross Negligence; and(b)
    
    any damages or injuries sustained in the conduct of
operations under this document or the Joint Venture Agreement if it conducted
those operations in good faith and without Wilful Misconduct (including
through a conscious or intentional disregard of this document) or Gross
Negligence.
 7.7
    
    IndemnitySubject to clause 6, each Venturer must (severally in proportion to its
Participating Interest) indemnify each of the Operator, its directors, employees
and agents against, and must pay each of them on demand the amount of, all
Liabilities and Taxes other than Excluded Taxes incurred in connection with any act
done or omitted to be done by it in the performance of any provision of this
document or the Joint Venture Agreement, unless in doing or omitting to do the act
it acted with Wilful Misconduct or Gross Negligence.7.8
    
    AuditsThe Operator must provide to:
 (a)
    
    each Venturer; and(b)
    
    the Joint Venture Committee,
 a copy of the statutory audit undertaken annually in accordance with the provisions
of the Companies Act, as soon as practicable on receipt.8.
    
    CONTRACTS8.1
    
    Tendering for contractsSubject to agreement otherwise by the parties:
 (a)
    
    the Operator must take all reasonable steps to obtain
competitive tenders on proposed contracts for the Joint Venture where the cost
is or is likely to exceed $500,000 (or such other amount as may from time to
time be determined by the Joint Venture Committee), except where, in the
opinion of the Operator, it is not practicable to obtain competitive tenders;(b)
    
    in the case of any proposed contract for the Joint Venture
where the cost is likely to exceed $500,000 (or such other amount as may from
time to time be determined by the Joint Venture Committee), the Operator must,
unless otherwise determined by the Joint Venture Committee:
 (i)
    
    provide to the Venturers a list of the persons to be invited to
tender (including any sub-contractors) together with the terms of the
tender and any pro-forma documents that are part of the tender
process, and seek competitive sealed bid tenders from the persons
named in such list; and(ii)
    
    after:
 (A)
    
    the expiration of the period allowed for tender; and(B)
    
    the bids have been opened,




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##### 



report details of all bids received and any rebids, amendments to
bids and subsequent negotiations to the Venturers and make a
recommendation to the Joint Venture Committee as to which bid to
accept.(iii)
    
    request the Operating Committee to
approve in writing within 5 Business Days or any extension determined
by the Joint Venture Committee, the terms of the recommended bid.
 8.2
    
    Contracts to be provided to VenturersThe Operator must provide to any of the Venturers, at its or their request,
copies of any contract related to the Joint Venture in the Operators custody
or control.8.3
    
    Operators entry into contracts
 (a)
    
    The Operator must enter into any contract for the Joint
Venture solely as agent for the Venturers severally in proportion to their
respective Participating Interests and not as principal, unless this
document provides otherwise.(b)
    
    The Operator must use its best endeavours where practicable
to disclose to parties to such contracts the existence and identity of each
Venturer as a principal under that contract and the amount of each Venturers
Participating Interest. Failure to do so in respect of a contract does not
affect the liability of any Venturer to contribute its Participating Interest
share of all Liabilities associated with that contract.(c)
    
    The Operator must take all reasonable steps to ensure that
any contract entered into by it for the Joint Venture are assignable to the
Venturers or a successor Operator without the consent of the other party or
parties to that contract.(d)
    
    in the case of a contract which is Joint Venture
Property entered into by the Operator before the Commencement Date:
 (i)
    
    the Operator must use its best
endeavours to obtain the consent of the other parties to the contract
to permit assignment to or novation in favour of the Venturers; and(ii)
    
    each Venturer indemnifies the Operator
in respect of any Liability arising under the contract in accordance
with clause 7.7.
 9.
    
    EMPLOYEES, AGENTS, CONSULTANTS AND SECONDEESThe Operator may, either in its own capacity or as agent for the Venturers engage
employees, agents, consultants and enter into secondment arrangements on such terms
as it sees fit for the purpose of carrying out its obligations under
this document.10.
    
    ENCUMBRANCESExcept as expressly provided for in the Joint Venture
Agreement, the Operator does
not have any right or power to create any Encumbrance (other than an Encumbrance
which arises by operation of law) over any part of the Joint Venture Property or
purport to do so.




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##### 



11.
    
    GOODS AND SERVICES TAX11.1
    
    GST exclusive amountsAll amounts payable under or in connection with this document are exclusive
of GST unless indicated otherwise.11.2
    
    Payment of GST
 (a)
    
    A recipient of a taxable supply under or in connection with
this document must pay to the supplier, in addition to the consideration for
the taxable supply, an amount equal to any GST paid or payable by the supplier
in respect of the taxable supply.(b)
    
    The recipient must make that payment to the supplier as and
when the consideration or part of it is provided, except that the recipient
need not pay unless the recipient has received a tax invoice (or an adjustment
note) for that taxable supply.
 11.3
    
    ReimbursementsWhere a supplier incurs a cost or expense for which it may be reimbursed by,
indemnified against, claim against or set-off against another Venturer under this
document, the amount to be paid or credited is the cost or expense (reduced by the
input tax credit that the supplier is entitled to claim in relation to that cost or
expense) plus the amount in relation to GST payable by the recipient as calculated
under this clause.11.4
    
    Indemnities
 (a)
    
    If a release of an indemnity under or in connection with this
document gives rise to a liability to pay GST, the indemnified amount must
include that GST.(b)
    
    If a Venturer has a claim under or in connection with this
document whose amount depends on actual or estimated revenue or which is for a
loss of revenue, revenue must be calculated without including any amount
received or receivable as reimbursement for GST (whether that amount is
separate or included as part of a larger amount).
 11.5
    
    Member of GST groupIf a party is registered as part of a group of companies, references to GST which
the party must pay and to input tax to which the party is entitled include GST
which the representative member of the group of companies must pay and deductions
of input tax credits to which the representative member is entitled.11.6
    
    Accounting for GSTEach of the Operator and the Venturers must account for GST on an accruals basis
unless the Operator and the Venturers agree otherwise.11.7
    
    GST liability and input tax creditsIf the Joint Venture is approved as a GST joint venture, the
Operator:
 (a)
    
    is liable to pay GST on the taxable supplies or taxable
importations that it makes on behalf of the Venturers in the course of
activities for which the Joint Venture was entered into; and




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##### 



(b)
    
    is entitled to claim the input tax credits in relation
to the creditable acquisitions or creditable importations it makes on behalf
of the Venturers in the course of activities for which the Joint Venture was
entered into.
 11.8
    
    GST returnsThe Operator must prepare and lodge a GST return for each tax period applying to
the Operator.11.9
    
    RegistrationThe Operator and each Venturer warrants that it is registered for GST. The Operator
or a Venturer must immediately notify the other parties to the GST joint venture if
it ceases to be registered. The Operator must notify the Venturers of revocation of
approval of the Joint Venture as a GST joint venture.11.10
    
    IndemnityEach party to the GST joint venture must indemnify each other party to the GST
joint venture against, and must pay each other party to the GST joint venture on
demand the amount of, all losses and liabilities incurred by each other party to
the GST joint venture in connection with any failure by the indemnifying party to
comply with any requirement of this clause or the GST Law.12.
    
    FORCE MAJEURE12.1
    
    Notice and suspension of obligations
 If a party is affected, or likely to be affected, by a Force
Majeure Event:
 (a)
    
    that party must immediately give the other parties
prompt notice of that fact including:
 (i)
    
    full particulars of the Force Majeure Event;(ii)
    
    an estimate of its likely duration;(iii)
    
    the obligations affected by
it and the extent of its effect on those obligations; and(iv)
    
    the steps taken to rectify it; and
 (b)
    
    the obligations under this document of the Venturer giving
the notice are suspended to the extent to which they are affected by the relevant Force Majeure
Event as long as the Force Majeure Event continues.
 12.2
    
    Effort to overcomeA party claiming a Force Majeure Event must use its best endeavours to
remove, overcome or minimise the effects of that Force Majeure Event as
quickly as possible. However, this does not require a party to:
 (a)
    
    settle any industrial dispute in any way it does not want to; or(b)
    
    enter into any agreement relating to the rights of
landholders on terms not acceptable to it for the sole purpose of
removing the Force Majeure Event.




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##### 



12.3
    
    Alternative supplyDuring any period in which a party is not performing obligations because of a
claimed Force Majeure Event, the other parties may make alternative arrangements
for the performance, whether by another person or otherwise, of any obligation
which the party claiming the Force Majeure Event is not performing without
incurring any Liability to that party.13.
    
    TERMINATION13.1
    
    TermThis document commences on the date that it is executed and continues until the
first to occur of the Joint Venture expiring or being terminated and the activities
of the Joint Venture being properly wound up.13.2
    
    Consequences of terminationOn termination, this document is at an end as to its future operation, except for
this clause and:
 (a)
    
    any Claim or enforcing any other right which arises on,
or has arisen before, termination; and(b)
    
    clauses 1 (Interpretation), 14 (Default), 15 (GST), 18
(Confidentiality), 22 (Notices) and 23 (General) and any other clause
expressed to survive termination of this document; and(c)
    
    any other provisions of this document necessary for or
incidental to the operation of those clauses.
 On termination, the Operator ceases to hold office under the Joint Venture
Agreement.13.3
    
    Delivery of Books and Records
 (a)
    
    Immediately on ceasing to hold office, the outgoing Operator
must deliver to the successor Operator (the Successor Operator)all Joint
Venture Property in its possession or under its control and all documents,
books records and accounts relating to the Joint Venture which was the
responsibility of the outgoing Operator to maintain.(b)
    
    If title to any Joint Venture Property is held in the name of
the outgoing Operator it must promptly transfer that title to the Successor
Operator and the costs of that transfer will be Joint Venture Expenditure.(c)
    
    The outgoing Operator irrevocably appoints the Successor
Operator and each of the directors, secretaries and managers of the Successor
Operator and each of them severally as its attorneys and attorney in its name
and on its behalf or otherwise to take all steps, execute all documents and do
everything which the outgoing Operator ought to do under and for the purposes
of this clause 14.
 13.4
    
    Successor Manager to be boundUpon its appointment as the Successor Operator, the Successor Operator must bind
itself, in a form acceptable to the Venturers (acting reasonably) to observe and
perform the obligations on the part of the Operator under the Joint Venture
Agreement and this document.




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##### 



14.
    
    CONFIDENTIALITYA party to this document must not disclose any information concerning the contents
of this document, or the transactions contemplated by the Joint Venture or the
Joint Venture Agreement to any person who is not a Venturer or the Operator, except
to the extent that:
 (a)
    
    the disclosure is expressly permitted by this document;(b)
    
    all of the Venturers consent to the disclosure;(c)
    
    the information is already in the public domain, unless it
entered the public domain because of a breach of confidentiality by that
party;(d)
    
    the disclosure is made on a confidential basis to that
partys or any of its Affiliates officers, employees, agents, financiers or
professional advisers, and is necessary for the business of that party or its Affiliates;(e)
    
    the disclosure is necessary to comply with any applicable
law, or an order of a court or tribunal or the rules of any stock exchange;(f)
    
    the disclosure is necessary to comply with a directive or
request of any Government Agency or stock exchange (whether or not having the
force of law) so long as a responsible person in a similar position would
comply;(g)
    
    the disclosure is necessary or desirable to obtain an
Authorisation from any Government Agency or stock exchange;(h)
    
    the disclosure is necessary or desirable in relation to
any discovery of documents, or any proceedings before a court, tribunal, other
Government Agency or stock exchange; or(i)
    
    in respect of a disclosure made by a Venturer only,
the disclosure is made on a confidential basis to a prospective Assignee or
financier of the Venturers Participating Interest, or to any other person
approved by the Joint Venture Committee who:
 (i)
    
    proposes to enter into contractual relations with the Venturer; and(ii)
    
    agrees to keep the disclosure confidential in accordance with
this clause.
 15.
    
    ASSIGNMENT AND AMENDMENT15.1
    
    AmendmentThis document may only be amended, supplemented, replaced or novated by another
document signed by the parties.15.2
    
    Restrictions on Assignment
 (a)
    
    A Venturer must not, except as permitted or required under
the Joint Venture Agreement, Assign its rights or interests or any part of
them under this document without the prior written consent of the other
parties to this document;(b)
    
    The Operator must not Assign its rights or interests under
this document or any part of them without the prior written consent of the
other parties to this document.




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##### 



16.
    
    DISPUTE RESOLUTION16.1
    
    ApplicationAny dispute or difference between the parties arising under or in connection with
this document, including any dispute or difference as to the formation, validity,
existence or termination of this document (Dispute) must be resolved as set out in
this clause 16.1.16.2
    
    Notice of dispute or difference
 (a)
    
    If a Dispute arises a party must commence the process
contained in this clause for its resolution by giving notice (Dispute Notice)
to the other party. The party sending the Dispute Notice is the Referring
Party.(b)
    
    The
Dispute Notice must:
 (i)
    
    be in writing;(ii)
    
    state that it is given pursuant to this clause 16.2;(iii)
    
    include or be accompanied by
reasonable particulars of the Dispute including:
 (A)
    
    a brief description of
the circumstances in which the Dispute arose;(B)
    
    references to any:
 (I)
    
    provisions of the relevant document;(II)
    
    information, whether written or in any other form; and(III)
    
    acts or omissions of any person,
 relevant to the Dispute;(C)
    
    the amount in dispute (whether
monetary or any other commodity)
and if not known, the best estimate available; and
 (iv)
    
    be given within 10 Business Days of the
circumstances giving rise to the Dispute first occurring.
 16.3
    
    Negotiation between Representatives
 (a)
    
    Within 10 Business Days of the Referring Party giving a
Dispute Notice, representatives of the parties to the Dispute must meet to
attempt to resolve the Dispute.(b)
    
    If, and to the extent that, the Dispute is resolved, the
representatives must immediately detail the resolution of the Dispute in
writing. This document must clearly state which parts of the Dispute are
resolved, and the agreed basis for its resolution.(c)
    
    If a written agreement is not produced pursuant to clause
16.3(b) in relation to all or part of the Dispute within 10 Business Days
after the Dispute Notice has been given, the Dispute, or the part of the
Dispute in respect of which there is no written agreement produced, is deemed
to be unresolved.




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##### 



16.4
    
    Negotiation by senior management
 (a)
    
    If, 10 Business Days after the Dispute Notice has been given:
 (i)
    
    the meeting required by clause 16.3 has not been held; or(ii)
    
    the agreement has not been recorded in accordance with clause
16.3(b); or(iii)
    
    the Dispute (or any part of it) is otherwise unresolved,
 the Referring Party must give notice to the other parties that it requires
the Dispute (or the parts of it that have not been resolved or have not been
recorded in accordance with clause 16.3(b)) to be referred to senior
management for resolution in accordance with clause 16.4(b).(b)
    
    The notice referred to in
clause 16.4(a) must:
 (i)
    
    be in writing;(ii)
    
    state that it is made pursuant to clause 16.4(a);(iii)
    
    annex a copy of the Dispute Notice (and
any accompanying documents) given pursuant to clause 16.2 together with
any documents which the Referring Party considers would further assist
senior management in resolving the Dispute;(iv)
    
    if part of the Dispute has been resolved,
annex a copy of the document prepared pursuant to clause 16.3(b); and(v)
    
    be given no later than 5 Business Days
after the Dispute Notice has been given.
 (c)
    
    Within 20 Business Days of the Referring Party giving notice
pursuant to clause 16.4(a), a senior management representative, being the chief
executive officer (SMR) from each of the parties to the Dispute must meet to
attempt to resolve the Dispute. The parties are not permitted to delegate this
function to any other person.(d)
    
    The SMRs may meet more than once within the period referred to
in clause 16.4(c) to resolve any Dispute. The SMRs may meet in person, via
telephone, videoconference, internet-based instant messaging or any other means
of instantaneous communication.(e)
    
    Each party to the Dispute must ensure
that their SMR:
 (i)
    
    has full authority to resolve the Dispute; and(ii)
    
    makes a genuine effort to resolve the Dispute.
 (f)
    
    The outcome of the SMR meeting must be reduced to writing and
signed by the SMR for both parties to the Dispute (SMR Outcome Document). The
SMR Outcome Document must clearly state in respect of the Dispute or any part
of the Dispute whether it is resolved or unresolved (clearly stating if the
Dispute is only partly resolved, which part is resolved, and which part remains
unresolved).(g)
    
    if:
 (i)
    
    an SMR Outcome Document:




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##### 



(A)
    
    is not produced or is not
produced within whichever is the later to
occur of:
 (I)
    
    20 Business Days
of the notice being given pursuant to clause 16.4(a); or(II)
    
    35 Business Days of the Dispute Notice being given; or
 (B)
    
    states that the Dispute (or any
part of the Dispute) is unresolved; or(C)
    
    is silent in respect of any
part of the Dispute which was unresolved after the meeting held
pursuant to clause 16.3(a); or
 (ii)
    
    the Dispute or any part of the Dispute is
otherwise unresolved within 35 Business Days of the Dispute Notice
being given,
 the Dispute or the relevant part of the Dispute is deemed to be unresolved
and thereafter the Dispute or the relevant part of the Dispute shall be
referred to arbitration in accordance with clause 16.5.
 16.5
    
    ArbitrationAny Dispute, or part of a Dispute that is deemed to be unresolved under clause
16.4(g) must be resolved by arbitration in accordance with the UNCITRAL Rules which
are current as at the date on which the Dispute Notice was given. The seat of the
arbitration will be Brisbane, Australia and the language of the arbitration will be
English.16.6
    
    Continuance of performanceDespite the existence of a Dispute, the parties must continue to perform their
respective obligations under the Transaction Documents.16.7
    
    Summary or urgent reliefNothing in this clause prevents a party from instituting court proceedings to
seek enforcement of any payment due under any Transaction Document or to seek
urgent injunctive, interlocutory or declaratory relief in respect of a
Dispute.17.
    
    NOTICES17.1
    
    How to give a noticeA notice, consent or other communication under this document is only effective if
it is:
 (a)
    
    in writing, signed by or on behalf of the person giving it;(b)
    
    addressed to the person to whom it is to be given; and(c)
    
    either:
 (i)
    
    delivered or sent by pre-paid
mail (by airmail, if the addressee is overseas) to that
persons address; or(ii)
    
    sent by fax to that persons fax
number and the machine from which it is sent produces a report that
states that it was sent in full.




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17.2
    
    When a notice is givenA notice, consent or other communication that complies with this clause is regarded
as given and received:
 (a)
    
    if it is delivered or sent by fax:
 (i)
    
    by 5.00 pm (local time in the place
of receipt) on a Business Day  on that day; or(ii)
    
    after 5.00 pm (local time in the
place of receipt) on a Business Day, or on a day that is not a
Business Day  on the next Business Day; and
 (b)
    
    if it is sent by mail:
 (i)
    
    within Papua New Guinea  3 Business Days after posting; or(ii)
    
    to or from a place outside Papua New
Guinea  7 Business Days after posting.]
 17.3
    
    Address for noticesA persons address and fax number are those set out below, or as the person
notifies the sender
 MCGAddress:
    
    Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company SecretaryNewcrestAddress:
    
    Level 9, 600 St Kilda Road, Melbourne, Victoria, AustraliaFax number:
    
    +61 3 9521 3546Attention:
    
    Bernard LaveryOperatorAddress:
    
    Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company Secretary
 18.
    
    GENERAL18.1
    
    Governing law
 (a)
    
    This document is governed by the laws of Papua New Guinea.(b)
    
    Each party to this document submits to the non-exclusive
jurisdiction of the courts of Papua New Guinea and of any court that may hear
appeals from any of those courts, for any proceedings in connection with this
document and waives any right it may have to claim that those courts are an
inconvenient forum.(c)
    
    To the extent that any of the parties to this document has or
in the future acquires any immunity from suit from the jurisdiction of any
court or from any legal process (whether through suit service of notice,
attachment before judgment, attachment in aid of execution, any other
enforcement or otherwise) with respect to itself or its property, each party
irrevocably waives that immunity in respect of its obligations under this
document or otherwise in respect of the Joint Venture.




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##### 



18.2
    
    Giving effect to documentsEach party must do anything (including execute any document), and must ensure that
its employees and agents do anything (including execute any document), that any
other party may reasonably require to give full effect to this document.18.3
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:
 (a)
    
    no other conduct of a party (including a failure to exercise,
or delay in exercising, the right) operates as a waiver of the right or
otherwise prevents the exercise of the right;(b)
    
    a waiver of a right on one or more occasions does not operate
as a waiver of that right or as an estoppel precluding enforcement of that
right if it arises again; and(c)
    
    the exercise of a right does not prevent any further exercise
of that right or of any other right.
 18.4
    
    SeveranceAny provision of this document which is unenforceable or partly unenforceable is,
where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this
document.18.5
    
    Operation of indemnities
 (a)
    
    Each indemnity in this document survives the expiry or
termination of this document.(b)
    
    A party may recover a payment under an indemnity in
this document before it makes the payment in respect of which the
indemnity is given.
 18.6
    
    ConsentsWhere this document contemplates that a party may agree or consent to
something (however it is described), the party may:
 (a)
    
    agree or consent or not agree or consent, in its absolute discretion; and(b)
    
    agree or consent subject to conditions,
 unless this document expressly contemplates otherwise.
 18.7
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a party, or the exercise by
a party of a right or remedy, under or relating to this document is excluded to the
full extent permitted by law.18.8
    
    CounterpartsThis document may be executed in counterparts.
 EXECUTED




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Annexure E
 MASTER CO-OPERATION AGREEMENT




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##### 



Master Co-operation Agreement
 Hidden Valley Services Limited
 Wafi-Golpu Services Limited
 Morobe Exploration Services Limited
 Harmony Gold (PNG Services) Pty Limited
  
 Reference




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##### 



Contents
 RECITALS
    
    
    
    
    31.
    
    INTERPRETATION
    
    
    41.1
    
    Definitions
    
    
    41.2
    
    Joint Venture Agreement definitions apply
    
    
    41.3
    
    Rules for interpreting this document
    
    
    42.
    
    CO-OPERATION
    
    
    52.1
    
    General
    
    
    52.2
    
    Shared Rights
    
    
    52.3
    
    Proposal to share
    
    
    52.4
    
    Meeting
    
    
    63.
    
    RELATIONSHIP OF THE VENTURERS
    
    
    63.1
    
    Several liability
    
    
    63.2
    
    Joint Ventures not affected
    
    
    64.
    
    TERMINATION
    
    
    64.1
    
    Term
    
    
    64.2
    
    Survival of claims and obligations
    
    
    65.
    
    ASSIGNMENT
    
    
    66.
    
    GENERAL
    
    
    76.1
    
    Governing law
    
    
    76.2
    
    Giving effect to documents
    
    
    76.3
    
    Waiver of rights
    
    
    76.4
    
    Severance
    
    
    76.5
    
    Operation of indemnities
    
    
    76.6
    
    Consents
    
    
    76.7
    
    Exclusion of contrary legislation
    
    
    76.8
    
    Counterparts
    
    
    8




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##### 



Master Co-operation Agreement
 DATE 2008
 PARTIES
 Hidden Valley Services Limited,a company incorporated in Papua New Guinea as agent
for the Hidden Valley JV, the registered office of which is Level 4, Mogoru Moto
Building, Champion Parade, Port Moresby (HVSL)Wafi-Golpu Services Limited,a company incorporated in Papua New Guinea,
the registered office of which is Level 4, Mogoru Moto Building, Champion
Parade, Port Moresby as agent for the Wafi-Golpu JV (WGSL)Morobe Exploration Services Limited,a company incorporated in Papua New Guinea,
the registered office of which is Level 4, Mogoru Moto Building, Champion Parade,
Port Moresby as agent for the Exploration Portfolio JV (MESL)Harmony Gold (PNG Services) Pty LimitedACN 083 828 853, a company registered in
Australia the registered office of which is Level 2,189 Coronation Drive, Milton,
Brisbane, Queensland, Australia (HGPL)
 RECITALS
 A.
    
    Under the terms of a joint venture agreement Morobe Consolidated Goldfields
Limited and
Newcrest PNG 1 Limited have agreed to establish a joint venture to be known as the
Hidden Valley JV for the exploration for and the development, mining and production
of
Mineral Products in certain Tenements. HVSL has been established to operate the
Hidden
Valley JV.B.
    
    Under the terms of a joint venture agreement Wafi Mining Limited and Newcrest
PNG 2
Limited have agreed to establish a joint venture to be know as the Wafi-Golpu JV
for the
exploration for and the development, mining and production of Mineral Products in
certain
Tenements. WGSL has been established to operate the Wafi-Golpu JV.C.
    
    Under the terms of a joint venture agreement Morobe Consolidated Goldfields
Limited,
Wafi Mining Limited, Morobe Exploration Limited and Newcrest PNG 3 Limited have
agreed to establish a joint venture to be know as the Exploration Portfolio JV for
the
exploration for and development, mining and production of Mineral Products in
certain
Tenements. MESL has been established to operate the Exploration Portfolio JV.D.
    
    To facilitate the establishment and operation of each JV it may be necessary,
from time to
time, for any asset held, service provided or personnel employed or engaged by a JV
or by
HGPL (Right Holder)to be used by or shared with another JV
(Sharing JV).E.
    
    This document records the procedure and principles under which the Operators
may agree
that any asset held, service provided or personnel employed or engaged by the Right
Holder can be shared with another JV.




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##### 



1.
    
    INTERPRETATION
 1.1
    
    DefinitionsAllocation Percentagemeans the average proportion of total employee time for each
JV determined retrospectively on a quarterly basis.Exploration Portfolio JVmeans the joint venture established under the Exploration
Portfolio Joint Venture Agreement dated [date] between Morobe Consolidated
Goldfields Limited, Wafi Mining Limited, Morobe Exploration Limited, Newcrest PNG 3
Limited and MESL.Hidden Valley JVmeans the joint venture established under the Hidden Valley
Joint Venture Agreement dated [date] between Morobe Consolidated Goldfields
Limited, Newcrest PNG 2 Limited and HVSL.JVmeans any of the Hidden Valley JV, the Wafi Golpu JV and the Exploration
Portfolio JV.Operatorsmeans any of HVSL, WGSL or MESL (acting on behalf of the respective JVs)
or HGPL (acting as principal).Pricemeans the price calculated for use of a Shared Right by the Sharing JV.Right Holderhas the meaning given to it in Recital D of this document.Shared Rightmeans any assets held, services provided or personnel employed or
engaged by a Venturer or HGPL that may be shared with another JV, being the Shared
Rights listed in Schedule 1 and any additional shared rights agreed by the Parties
under clause 2.Sharing JVhas the meaning given to it in Recital D of this document.Venturermeans a Venturer under any of the JVs.Wafi-Golpu JVmeans the joint venture established by the Wafi-Golpu Joint Venture
Agreement dated [date] between Wafi Mining Limited, Newcrest PNG 2 Limited and
WGSL.1.2
    
    Joint Venture Agreement definitions applyAny other term used in this document that is capitalised has the meaning given to
it in the agreements constituting the JVs.1.3
    
    Rules for Interpreting this document
 (a)
    
    The rules set out in clauses 1.2 and 1.3 of the agreements
constituting the JVs as amended, apply in interpreting this document, except
where the context makes it clear that a rule is not intended to apply.(b)
    
    All references to clausesin this document are references to
clauses (including subclauses and paragraphs) in this document unless
specifically stated otherwise in this document.




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##### 



2.
    
    CO-OPERATION2.1
    
    General
 (a)
    
    If a JV requires the use of a Shared Right, the Operator of
that JV and the Operator of the Right Holder must use reasonable endeavours to
agree the terms and conditions on which the Shared Right can be shared.(b)
    
    Each Operator agrees with each other Operator that it must
act in good faith, honestly and reasonably in complying with its obligations
under this document.
 2.2
    
    Shared Rights
 (a)
    
    The Price is to be paid by the Operator of the Sharing JV to
the Operator of the Right Holder.(b)
    
    Schedule 1 identifies in respect of
each Shared Right:
 (i)
    
    the Right Holder; and(ii)
    
    the basis for calculating the Price.
 (c)
    
    Schedule 1 may be varied by the agreement in writing of all
of the Operators and
each applicable Right Holder.
 2.3
    
    Proposal to shareFor a Shared Right that is not listed in Schedule 1, the Operator of a JV that
seeks to be a Sharing JV must submit a written proposal to the Operator of a Right
Holder identifying the Shared Right and setting out the terms and conditions upon
which it is proposed to share the Shared Right. This proposal must include the
following terms:
 (a)
    
    the Price;(b)
    
    the period for which the Sharing JV proposes to share the Shared Right;(c)
    
    the obligations of the Operator of the Sharing JV:
 (i)
    
    to notify the Operator of the Right
Holder immediately of any significant event which occurs concerning the
Shared Right;(ii)
    
    to take any action that may be required
to maintain and protect the Shared Right;(iii)
    
    to keep adequate records of accounts and
operations in respect of the Shared Right;(iv)
    
    subject to the provision of reasonable
notice, to give the Operator of the Right Holders nominated personnel
and any person who has that Operators written authority:
 (A)
    
    access to the site where the
Shared Right is being or is to be used; and(B)
    
    any information relating to the
use of the Shared Right that the Operator of the Right Holder
reasonably requires,
 and allow any of those persons to:
 (C)
    
    observe and inspect the Shared Right; and




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##### 



(D)
    
    review and copy any
documents relevant to the use of Shared Right; and
 (v)
    
    to indemnify the Right Holder and its
employees and officers and the Operator of the Right Holder and its
employees and officers (those Indemnified) against any loss, liability,
damage, injury (including disease or illness), death, expense
(including legal expense) or cost (together Loss) which those
indemnified suffer, sustain or incur as a result of any wrongful or
negligent act or omission, by the Sharing JV which arises out of the
use of the Shared Right except to the extent that any wrongful or
negligent act or omission of those indemnified caused the Loss.
 2.4
    
    MeetingNo later than 20 Business Days after the Operator of the Right Holder receives a
written proposal from the Operator of the Sharing JV pursuant to clause 2.3, the
Operator of the Right Holder and the Operator of the Sharing JV will meet to
discuss the proposal and use reasonable endeavours to agree the terms and
conditions of the shared use of the Shared Right.3.
    
    RELATIONSHIP OF THE VENTURERS3.1
    
    Several liabilityEach Venturers liability under this document is, and any agreement entered into
pursuant to clause 2.1(a) will be, several in proportion to its Participating
Interest under each JV and not joint nor joint and several.3.2
    
    Joint Ventures not affectedThis document does not affect, and any agreement entered into pursuant to clause
2.1(a) will not affect, the status of each JV. During the term of this document
the relationship of the Venturers does not constitute a partnership for any purpose
each JV is an unincorporated joint venture constituted under each JV
Agreement.4.
    
    TERMINATION4.1
    
    TermThis document commences on the date that it is executed and continues until each JV
expires or is terminated and the activities of each JV are properly wound up.4.2
    
    Survival of claims and obligationsThe termination of this document does not affect any claim or obligation that a
party may have at the date of termination.5.
    
    ASSIGNMENTA party must not may assign, transfer or novate its rights, interests or
obligations under this document without the consent of the other parties.




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##### 



6.
    
    GENERAL6.1
    
    Governing law
 (a)
    
    This document is governed by the laws of Papua New Guinea.(b)
    
    Each party submits to the jurisdiction of the courts of Papua
New Guinea and of any court that may hear appeals from any of those courts,
for any proceedings in connection with this document.
 6.2
    
    Giving effect to documentsEach party must do anything (including execute any document), and must ensure that
its employees and agents do anything (including execute any document), that any
other party may reasonably require to give full effect to this document.6.3
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:
 (a)
    
    no other conduct of a party (including a failure to exercise,
or delay in exercising, the right) operates as a waiver of the right or
otherwise prevents the exercise of the right;(b)
    
    a waiver of a right on one or more occasions does not operate
as a waiver of that right or as an estoppel precluding enforcement of that
right if it arises again; and(c)
    
    the exercise of a right does not prevent any further
exercise of that right or of any other right.
 6.4
    
    SeveranceAny provision of this document which is unenforceable or partly unenforceable is,
where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this
document.6.6
    
    Operation of Indemnities
 (a)
    
    Each indemnity in this document survives the expiry or
termination of this document.(b)
    
    A party may recover a payment under an indemnity in
this document before it makes the payment in respect of which the
indemnity is given.
 6.6
    
    ConsentsWhere this document contemplates that a party may agree or consent to
something (however it is described), the party may:
 (a)
    
    agree or consent, or not agree or consent in its absolute discretion; and(b)
    
    agree or consent subject to conditions,
 unless this document expressly contemplates otherwise.6.7
    
    Exclusion of contrary legislationAny legislation that adversely affects an obligation of a party, or the exercise by
a party of a right or remedy, under or relating to this document is excluded to the
full extent permitted by law.




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##### 



6.8
    
    CounterpartsThis document may be executed in counterparts.6.9
    
    AttorneysEach person who executes this document on behalf of a Party under a power of
attorney declares that he or she is not aware of any fact or circumstance that
might affect his or her authority to do so under that power of attorney.




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##### 



Schedule 1
 SHARED RIGHTS, RIGHT HOLDERS AND PRICE
 No.
    
    Shared Right
    
    Right Holder
    
    Calculation of Price1.
    
    Employment contracts for PNG
based staff.
    
    MCG
    
    The actual cost of
wages incurred by
the Right Holder,
plus a 25% charge
for overheads,
multiplied by the
Allocation
Percentage for the
relevant JV.2.
    
    Travel expenses (including
aircraft charter).
    
    MCG
    
    Allocation per
person of actual
cost according to
their primary
position in a JV as
identified in the
organisational
chart for all of
the JVs.3.
    
    Drilling Services.
    
    MCG and
Wafi
    
    Allocation of
actual cost in
accordance with
ownership of the
tenement at which
the drilling
services are used.4.
    
    PNG Central Services Business
Unit, comprising the following
services:
    
    MCG
    
    Allocation of
actual cost to each
JV according to the Allocation Percentage.(a)   expediting;(b)    human resources;(c)   training;(d)   third party information technology;(e)   licences;(f)   government liaison;(g)   proprietary software and
database (including
HAMS);and(h)   accommodation at Lae.5.
    
    Harmony Gold (PNG Services)
Pty Limited in Brisbane,
Australia, comprising the
following services:
    
    HGL
    
    Allocation of
actual cost to each
JV according to the
Allocation Percentage.(a)   human resources;(b)   procurement; and




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##### 



No.
    
    Shared Right
    
    Right Holder
    
    Calculation of Price(c)   accounts.6.
    
    Harmony Gold (PNG Services) Pty
Limited employment contracts for
Australian based staff.
    
    HGL
    
    The actual cost of
wages incurred by
the Right Holder,
plus a 25% charge
for overheads,
multiplied by the
Allocation
Percentage for the
relevant JV.7.
    
    Freight and logistics.
    
    MCG
    
    Allocation of
actual cost to each
Joint Venturer in
proportion to the
number of
consignments placed
for each Joint
Venture.8.
    
    Procurement of property, plant and
equipment.
    
    MCG
    
    Allocation of
landed cost under
defined cost codes
according to which
Joint Venture will
use the relevant
property, plant and
equipment9.
    
    Insurance.
    
    MCG and Wafi
    
    Allocation of
actual cost of
premium and any
excess incurred to
each Joint Venturer
according to the
Allocation
Percentage.10.
    
    Electricity, fuel and other utilities.
    
    MCG
    
    Allocation of
actual cost to each
Joint Venture
according to actual
usage.11.
    
    Spares and maintenance.
    
    MCG
    
    Allocation of
actual cost to each
Joint Venture
according to actual
usage.12.
    
    Information technology licences.
    
    MCG
    
    Allocation of
actual cost to each
Joint Venture
according to the
Allocation
Percentage.




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EXECUTED