Master Purchase and Farmin Agreement
 Morobe Consolidated Goldfields Limited
 Wafi Mining Limited
 Morobe Exploration Limited
 Newcrest PNG 1 Limited
 Newcrest PNG 2 Limited
 Newcrest PNG 3 Limited
  
 Reference
 ©




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Contents
 1.
    
    INTERPRETATION
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    Rules for Interpreting this document
    
    
    81.3
    
    Business Days
    
    
    91.4
    
    Multiple parties
    
    
    101.5
    
    The rule about contra proferentem
    
    
    101.6
    
    Allocation between parties comprising Farminee
    
    
    101.7
    
    Currency
    
    
    102.
    
    OPERATION OF THIS DOCUMENT
    
    
    103.
    
    CONDITIONS
    
    
    103.1
    
    Conditions precedent
    
    
    103.2
    
    Waiver of conditions precedent
    
    
    113.3
    
    General obligation to satisfy conditions precedent
    
    
    113.4
    
    Result of non-satisfaction of conditions precedent
    
    
    123.5
    
    EL 1316 (Mumeng)
    
    
    123.6
    
    Alluvial mining leases
    
    
    124.
    
    AGREEMENT TO PURCHASE AND EARN-IN
    
    
    125.
    
    STAGE 1  PURCHASE
    
    
    135.1
    
    Purchase
    
    
    135.2
    
    Stage 1 Completion
    
    
    135.3
    
    Deductions and withholdings
    
    
    145.4
    
    Currency indemnity
    
    
    145.5
    
    Conduct prior to Stage 1 Completion Date
    
    
    145.6
    
    Farminee termination right prior to Stage 1 Completion Date
    
    
    155.7
    
    Harmony Expenditure
    
    
    155.8
    
    Renewal of Exploration Licence 440
    
    
    185.9
    
    Employee entitlements
    
    
    186.
    
    STAGE 2  FARMIN
    
    
    196.1
    
    Farminees rights and
obligations  Stage 2
    
    
    196.2
    
    MCG and Wafis right to vary the Operating Program or Budget
    
    
    196.3
    
    Contribution by Farminee is sole
contribution  Stage 2
    
    
    206.4
    
    Credit for first gold
    
    
    207.
    
    TRANSFER OF LEGAL INTEREST
    
    
    208.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    218.1
    
    Representations and warranties by Wafi and MCG
    
    
    218.2
    
    Representations and warranties by Farminee
    
    
    228.3
    
    Repetition of representations and warranties
    
    
    228.4
    
    Reliance on representations and warranties
    
    
    228.5
    
    Disclosures
    
    
    23




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8.6
    
    Exceptions to Warranties
    
    
    238.7
    
    No further Warranties
    
    
    238.8
    
    Exclusion of implied obligations
    
    
    238.9
    
    Quality of information
    
    
    238.10
    
    No liability if loss is otherwise compensated for
    
    
    248.11
    
    Limitation on Claims
    
    
    248.12
    
    Warranties are personal
    
    
    248.13
    
    Threshold for Claims
    
    
    248.14
    
    Cap on Claims
    
    
    248.15
    
    Time limits for bringing Claims
    
    
    248.16
    
    Construction
    
    
    259.
    
    FORCE MAJEURE
    
    
    259.1
    
    Notice and suspension of obligations
    
    
    259.2
    
    Effort to overcome
    
    
    259.3
    
    Alternative supply
    
    
    2510.
    
    PAYMENTS TO OPERATOR
    
    
    2510.1
    
    How payments must be made
    
    
    2510.2
    
    Deductions and withholdings
    
    
    2610.3
    
    Interest
    
    
    2610.4
    
    Currency indemnity
    
    
    2611.
    
    DEFAULT
    
    
    2711.1
    
    What is a Default Event?
    
    
    2711.2
    
    Defaulting Party to notify of Default Event and remedy
    
    
    2711.3
    
    Operator to notify of Default Event and remedy
    
    
    2811.4
    
    Giving of Default Notice
    
    
    2811.5
    
    Rights of Non-Defaulting Party
    
    
    2811.6
    
    Withdrawal of Default Notice
    
    
    2911.7
    
    Option to purchase
    
    
    2911.8
    
    Time for completion
    
    
    3011.9
    
    What is to be done at completion
    
    
    3011.10
    
    Power of Attorney
    
    
    3011.11
    
    Notices to be given to the Operator
    
    
    3011.12
    
    Entitlement to damages
    
    
    3012.
    
    TERMINATION
    
    
    3112.1
    
    Consequences of termination
    
    
    3113.
    
    HIDDEN VALLEY AND WAFI-GOLPU ROYALTIES
    
    
    3113.1
    
    Wafi-Golpu Royalty
    
    
    3113.2
    
    Hidden Valley Royalty
    
    
    3214.
    
    CONFIDENTIALITY
    
    
    3215.
    
    PROHIBITION ON EMPLOYMENT
    
    
    3316.
    
    DISPUTE RESOLUTION
    
    
    3316.1
    
    Application
    
    
    3316.2
    
    Notice of dispute or difference
    
    
    3316.3
    
    Negotiation between Representatives
    
    
    34




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16.4
    
    Negotiation by senior management
    
    
    3416.5
    
    Arbitration
    
    
    3616.6
    
    Continuance of performance
    
    
    3616.7
    
    Summary or urgent relief
    
    
    3617.
    
    GST
    
    
    3617.1
    
    Sale of a going concern
    
    
    3617.2
    
    Farminee Warranty
    
    
    3617.3
    
    Joint Venture Warranties
    
    
    3617.4
    
    Member of GST group
    
    
    3617.5
    
    GST exclusive amounts
    
    
    3617.6
    
    Payment of GST
    
    
    3717.7
    
    Reimbursements
    
    
    3717.8
    
    Indemnities
    
    
    3718.
    
    ASSIGNMENT AND AMENDMENT
    
    
    3718.1
    
    Amendment
    
    
    3718.2
    
    Restrictions on Assignment
    
    
    3719.
    
    NOTICES
    
    
    3819.1
    
    How to give a notice
    
    
    3819.2
    
    When a notice is given
    
    
    3819.3
    
    Address for notices
    
    
    3820.
    
    GENERAL
    
    
    3920.1
    
    Governing law
    
    
    3920.2
    
    Expenses and Stamp Duty
    
    
    3920.3
    
    Giving effect to this document
    
    
    3920.4
    
    Waiver of rights
    
    
    3920.5
    
    Operation of this document
    
    
    4020.6
    
    Operation of indemnities
    
    
    4020.7
    
    Time is of the essence
    
    
    4020.8
    
    Consents
    
    
    4020.9
    
    Inconsistencies
    
    
    4020.10
    
    Counterparts
    
    
    4120.11
    
    Attorneys
    
    
    41Schedule1
    
    APPORTIONMENT OF STAGE 1 PURCHASE PRICE
    
    
    422
    
    STAGE 2 OPERATING PROGRAM
    
    
    433
    
    DISCLOSURE MATERIAL
    
    
    454
    
    WARRANTIES
    
    
    465
    
    MAP OF JV-NON COMPETITION AREA
    
    
    486
    
    HARMONY EXPENDITURE PRINCIPLES
    
    
    49




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7
    
    MEMORIAL OF APPROVAL OF AN INSTRUMENT
    
    
    52AnnexureA
    
    PARENT COMPANY GUARANTEEB
    
    DETAILED STAGE 2 OPERATING PROGRAM




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MASTER PURCHASE AND FARMIN AGREEMENT
 DATE
 PARTIES
 Morobe Consolidated Goldfields Limited, (MCG)
 Wafi Mining Limited, (Wafi)
 Morobe Exploration Limited, (MEL)
 Newcrest PNG 1 Limited, (Newcrest 1)
 Newcrest PNG 2 Limited, (Newcrest 2)
 Newcrest PNG 3 Limited, (Newcrest 3)
 RECITALS
 A.
    
    MCG is the applicant for or the registered holder of certain Tenements in the
JV Area of the proposed Hidden Valley Joint Venture.B.
    
    MCG and Farminee intend to enter into the Hidden Valley JVA to establish an
unincorporated joint venture for the development of the Mineral Products in the JV
Areas of the Hidden Valley Joint Venture.C.
    
    Wafi is the applicant for or the registered holder of certain Tenements in
the JV Area of the proposed Wafi-Golpu Joint Venture.D.
    
    Wafi and Farminee intend to enter into the Wafi-Golpu JVA to establish an
unincorporated joint venture for the development of the Mineral Products in the JV Area for the
Wafi-Golpu Joint Venture.E.
    
    MCG and Wafi are the applicants for or the registered holders of certain
Tenements in the JV Area of the proposed Exploration Portfolio Joint Venture.F.
    
    Each of MCG and Wafi propose to transfer all its right, title and interest in
the Tenements referred to in Recital E and its Participating Interest in the Exploration
Portfolio to MEL as soon as practicable after execution of this document.G.
    
    MCG, Wafi, MEL and Farminee intend to enter into the Exploration Portfolio
JVA to establish an unincorporated joint venture for the development of Mineral Products
in the JV Area for the Exploration Portfolio JVA.H.
    
    MCG, Wafi, MEL and Farminee enter into this document to record the
terms and conditions under which Farminee will acquire (through a combination of
purchase and farmin) a Participating Interest in each Joint Venture from MCG, Wafi
and MEL respectively and,




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subject to certain conditions, MCG, Wafi and MEL will transfer such Participating
Interest to Farminee.
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    Definitions
  Actual Harmony Expenditure
 Adjustment
Amount
 Affiliate
 (a)
    
    that bodys related corporations;(b)
    
    that bodys directors; and(c)
    
    the persons who have a substantial holding in that body.
 Assign
 Authorisation
 (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,
  Budget
 Business Day
 (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.
 Change of Control
 Claim




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Commissioned
 Companies Act Companies Act 1997.
 Contamination
 Contract
 Cross Charge
 Data Room http://www.wildfire.blakedawson.dataroom.com.au/
 Disclosure Material
 Effective Date
 Encumbrance Income Tax Act 1959
 End Date
 Expenditure Balance
 (a)
    
    allowable capital expenditure;(b)
    
    allowable exploration expenditure; and(c)
    
    exploration expenditure.
 Expert
 Exploration Portfolio JVA
 Exploration Portfolio Joint Venture
 Exploration Portfolio Project
 Farminee




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Farmin Milestone
 Farmin Period
 (a)
    
    the date on which Farminee achieves the Farmin Milestone; and(b)
    
    the date of termination of this document.
 Final Expenditure Statement
 Force Majeure Event
 Forecast Expenditure Statement
 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.
 Harmony
 Harmony Estimated Expenditure
 Harmony Expenditure
 Hidden Valley Joint Venture
 Hidden Valley JVA
 Hidden Valley Mine
 Hidden Valley Project
 Initial Expenditure Statement




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Initial
Project Value
 Insolvency Event
 Joint Account
 Joint Venture
 Joint Venture Committee
 Joint Venture Expenditure
 Joint Venture Facilities
 Joint Venture Intellectual Property
 Joint Venture Property
 JVA
 JV Area
 JV Non-Competition Area
 Legal Requirements
 Liability
 Loss
 Master Lease Agreement
 Mineral Products
 Mining Act Mining Act 1992.




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MOA
 Monthly Expenditure Statement
 Operating Program
 Operator
 Parent Company Guarantee
 Participating Interest
 Permitted Encumbrance
 (a)
    
    any Encumbrance existing at the date of this document
including the Encumbrance in relation to the Wafi-Golpu Royalty;(b)
    
    an Encumbrance expressly permitted pursuant to clause
25.2 (or any other provision) of a JVA;(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.
 Pollution
 (a)
    
    pollution of air;(b)
    
    pollution of waters;(c)
    
    noise; and(d)
    
    pollution of land.
 Stage 1 Completion
 Stage 1 Completion Date
 Stage 1 Purchase Price




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Stage 2 Operating Programmeans the program for the development, mining,
processing, plant construction, maintenance, expansion or other operations of the
Joint Ventures a summary of which is set out in Schedule 2 and the detailed program
is set out in Annexure B.Stage 2 Expendituremeans the amount in US dollars calculated in accordance with
the following formula:{(Stage 1 Purchase Price/0.3001 x 0.5) - Stage 1 Purchase Price} x 2,provided that for the purposes of this definition, the Stage 1 Purchase Price will
be adjusted to be the amount that would have been the Stage 1 Purchase Price if at
the time of payment of the Stage 1 Purchase Price, Harmony Expenditure was equal to
Actual Harmony Expenditure.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.Tax Actmeans the Income Tax Act 1959.Tax Noticemeans a notice to be given jointly by MCG and Farminee (or Wafi and
Farminee, or MEL and Farminee, as applicable) to the Commissioner General of
Internal Revenue that complies with, and to the extent permissible under, section
155L of the Tax Act in respect of the Expenditure Balance of MCG, Wafi and MEL and
the disposal of their interests in the Tenements.Tenementswith respect to each Joint Venture, has the same meaning as given to that
term in the relevant JVA but in the event that an application for renewal of a
Tenement is refused by the applicable Government Agency having jurisdiction with
respect to that application then from that time the area comprised in that
application shall cease to form part of the Tenements for the purposes of this
document.Tenements Informationwith respect to each Joint Venture, has the same meaning as
given to that term in the relevant JVA.Transaction Documentsmeans this document, each JVA, any Priority Deed, each Cross
Charge and any document that the parties agree in writing is to be a Transaction
Document and any document that is entered into under the provisions of any of the
above.Venturerwith respect to each Joint Venture, means each party to the JVA, once
executed for the Joint Venture.Wafi-Golpu Joint Venturemeans the unincorporated joint venture constituted by
the Wafi-Golpu JVA.Wafi-Golpu JVAmeans the joint venture agreement entered into between Wafi
and Newcrest 2 with respect to the Wafi-Golpu Joint Venture on or about the
date of this document.Wafi-Golpu Projectmeans the Joint Venture Property of the proposed Wafi-Golpu
Joint Venture.Wafi-Golpu Royaltyhas the meaning given to it in clause 13.Warrantiesmeans the representations and warranties set out in clause 8.1 and
Schedule 4.Westpacmeans Westpac Bank PNG Limited.




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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 or agreement 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 prospecting, exploration or mining purposes, or a
provision of any of them, is to that lease, licence, permit or
authority or provision as renewed, extended, amended, supplemented,
replaced or novated;(vii)
    
    dollars or $ is to currency of the United States of America; and(viii)
    
    MCG or Wafi (other than in clause 13) includes a reference to
MEL to the extent it holds or is entitled to MCG and Wafis right,
title and interest to the Tenements described in Recital E and MCG and
Wafis Participating Interest in the Exploration Portfolio JVA.
 (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)
    
    Mentioning anything after includes, includingor similar
expressions does not limit
what else might be included.(g)
    
    The schedules and annexures to this document are incorporated
into and form part of this document(h)
    
    The word agreementincludes an undertaking or other
binding arrangement or understanding, whether or not in writing.




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(i)
    
    The terms relevant interestand related corporation
have the same meaning as in the Companies Act.(j)
    
    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.(k)
    
    A reference to a month means to a calendar month.(l)
    
    For the purposes of this document, an entity controlsa second entity if:
 (i)
    
    the first entity:
 (A)
    
    has the capacity to determine
the outcome of decisions about the
second entitys financial and operating policies; or(B)
    
    has the capacity to influence
decisions about the second entitys
financial and operating policies; and
 is under a legal obligation to exercise that capacity for the
benefit of someone other than the first entitys members; or
 (ii)
    
    the first entity and an Affiliate has a
relevant interest in at least 50% of the voting shares of the second
entity.
 In determining whether the first entity has this capacity:
 (i)
    
    the practical influence the first entity
can exert (rather than the rights it can enforce) is the issue to be
considered;(ii)
    
    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); and(iii)
    
    the first entity has voting power of at least 50% in the second
entity.
 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.(m)
    
    A reference to applicable lawincludes a reference to
all laws of all jurisdictions applicable to the Joint Ventures 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.(n)
    
    The words used In this document with respect to
liability to pay or otherwise relating to GST, that have a defined
meaning in the GST Law, have the same meaning as in the GST Law, except
where the context makes it clear that a different meaning is intended to
apply.
 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.




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1.4
    
    Multiple parties
  (a)
    
    an obligation of those persons is joint and several;(b)
    
    a right of those persons is held by each of them severally; and(c)
    
    any other reference to that party or term is a reference to
each of those persons
separately, so that (for example) a representation, warranty or undertaking relates
to each of them separately.
 1.5
    
    The rule about contra proferentemThis document is not to be interpreted against the interests of a party merely
because that party proposed this document or some provision of it or because that
party relies on a provision of this document to protect itself.1.6
    
    Allocation between parties comprising FarmineeWithout limiting the obligations and liabilities of Farminee under this document,
each party comprising Farminee may acquire a Participating Interest for one Joint
Venture under this document.1.7
    
    CurrencyAll payments to be made under this document will be made in US dollars, unless
otherwise agreed by all parties.2.
    
    OPERATION OF THIS DOCUMENT
 (a)
    
    Subject to clause 3, the rights and obligations under this
document begin on the
date of execution and continue until the earlier of:
 (i)
    
    completion of the transfer of the
additional 19.99% Participating interest in the Joint Ventures to
Farminee under clause 7 following achievement by Farminee of the Farmin
Milestone under clause 6.1;(ii)
    
    termination of this document under clause 11;
and(iii)
    
    any other date agreed by the parties in
writing.
 (b)
    
    For the duration of this document, the provisions of this
document prevail in the
event and to the extent of any inconsistency between this document and the
relevant JVA.
 3.
    
    CONDITIONS3.1
    
    Conditions precedentThe provisions of this document other than this clause and clauses 1
(Interpretation), 5.7 (Harmony Expenditure) 13.1 (Wafi-Golpu Royalty), 14
(Confidentiality), 18 (Assignment and Amendment), 19 (Notices), and 20 (General) do
not become binding unless and until:




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(a)
    
    this document, each of the transfers of a 30.01% undivided
interest as tenant in
common in each of the Tenements in favour of Farminee as contemplated under
Stage 1 Completion and each of the JVAs are approved unconditionally by the
Minister for Mining;(b)
    
    each Farminee obtains certification under the Investment
Promotion Act 1992on
terms that permit them to enter into and carry out the transactions
contemplated by
the Transaction Documents;(c)
    
    the shareholder of Wafi, MCG and MEL approves the
transactions contemplated
by the Transaction Documents as a major transaction for the purposes of
section 110 of the Companies Act; and(d)
    
    this document and the transactions contemplated under it are
approved in writing
by Westpac pursuant to the Master Lease Agreement on terms acceptable to
Farminee and MCG (acting reasonably).
 3.2
    
    Waiver of conditions precedent
 (a)
    
    The following conditions referred to in clause 3.1 are for
the benefit of the following party or parties:
 Condition
    
    Partyclause 3.1(a)  (d)
inclusive
    
    MCG, Wafi and Farminee
 (b)
    
    If a condition referred to in clause 3.1 has been included
for the benefit of one
party only, only that party may, in its sole and absolute discretion, rely
on or waive
the breach or non fulfilment of the condition (except that a party must not
waive a
condition if it would result in a breach of law).(c)
    
    If a condition has been included for the benefit of more than
one party, the breach
or non fulfilment of the condition may be waived only by the consent of all
those parties.(d)
    
    The breach or non fulfilment of a condition may only be
waived in writing but if
clause 3.4(c) applies and MCG complies with its obligations under clause 3.4(c),
the condition precedent referred to in clause 3.1 (e) will be taken to be waived by
each of MCG, Waft and Farminee.
 3.3
    
    General obligation to satisfy conditions precedentThe parties must:
 (a)
    
    file all necessary notices and applications in relation to
each of the conditions in
clause 3.1 with the relevant Government Agencies, as soon as practicable;(b)
    
    use their respective reasonable endeavours (other than
waiver) to ensure that
each condition referred to in clause 3.1 is satisfied within the time limit
specified for
that condition;(c)
    
    promptly give the other party all information reasonably
requested by that party in
connection with any application required to satisfy a condition;(d)
    
    keep each other informed of any circumstances which may
result in any of those
conditions not being satisfied in accordance with its terms; and




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(e)
    
    promptly advise the other party of the satisfaction of a condition.
 3.4
    
    Result of non-satisfaction of conditions precedent
 (a)
    
    If all of the conditions referred to in clause 3.1 are not
satisfied or waived under
clause 3.2 on or before the End Date then any party 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
3.4(a), then all rights and
obligations under this document other than:
 (i)
    
    this clause 3 and clauses 1
(Interpretation), 13 (Confidentiality), 19 (Notices), and 20
(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.
 (c)
    
    In the event that the condition referred to in clause 3.1 (d)
is not satisfied or waived
by the date which is 45 days after the date of this document, then MCG must
terminate the Master Lease Agreement (and all lease facilities with Westpac
pursuant to the Master Lease Agreement) and pay all amounts due as a
consequence to Westpac on or before the Effective Date, in which case such
amounts will be deemed to be Harmony Expenditure.
 3.5
    
    EL 1316 (Mumeng)MCG and Wafi must procure that:
 (i)
    
    a transfer of the entire beneficial interest in
Exploration Licence 1316 in favour of the Venturers in proportion to their
Participating Interests under the Wafi-Golpu JVA as Joint Venture Property is
approved and registered under the Mining Act free of any Encumbrance (other
than an Encumbrance which is a Permitted Encumbrance within the meaning of
paragraphs (a), (c) or (d) of the definition of Permitted Encumbrance) within
18 months after the date of this document, unless the Minister for Mining
refuses to approve a renewal of this licence before that date; and(ii)
    
    prior to any such transfer, Harmony Gold (PNG
Services) Pty Limited and any other related corporation of Harmony having any
interest in Exploration Licence 1316, complies with the terms and conditions
of Exploration Licence 1316.
 3.6
    
    Alluvial mining leasesMCG must negotiate with the owners of Mining Lease 292 and Mining Lease 212 (being
the two alluvial leases which overlay part of Mining Lease 151) for the surrender
of the two alluvial leases. Any payment to the owners of the two alluvial leases as
compensation for their surrender will be Harmony Expenditure to the extent the
payment is made after 1 January 2008. MCG must not otherwise deal with the two
alluvial leases or the owners of them in any way which prejudices the Hidden Valley
Joint Venture.4.
    
    AGREEMENT TO PURCHASE AND
EARN-INFarminee agrees to:




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##### 



(a)
    
    Stage 1  purchase a 30.01 % Participating Interest; and(b)
    
    Stage 2  earn an additional 19.99% Participating Interest,
 In all the Joint Ventures in accordance with the terms of this document.5.
    
    STAGE 1  PURCHASE5.1
    
    PurchaseMCG and Wafi agree to sell to Farminee, and Farminee agrees to purchase from MCG
and Wafi, a 30.01% Participating Interest in each Joint Venture free from any
Encumbrance (other than any Permitted Encumbrance within the meaning of paragraph
(a), (c) or (d) of the definition of Permitted Encumbrances) for the Stage 1
Purchase Price.5.2
    
    Stage 1 Completion
 (a)
    
    MCG, Wafi and Farminee must effect Stage 1 Completion at the
office of Blake
Dawson, Level 4, Mogoru Moto Building, Champion Parade, PNG commencing at
10.00 am on the Stage 1 Completion Date.(b)
    
    Subject to satisfaction of clause 5.2(c), Stage 1 Completion will be effected
as follows:
 (i)
    
    MCG and Wafi must execute and deliver to
Farminee unstamped, dated and registrable transfers of a 30.01%
undivided interest as tenant in common in each of the Tenements in
favour of the relevant Farminee subject to any Permitted Encumbrance
(other than any Permitted Encumbrance within the meaning of paragraph
(b) of the definition of Permitted Encumbrance);(ii)
    
    MCG and Wafi must each execute and deliver, in a form approved
by Farminee, a Tax Notice for the maximum amount permitted under the
Tax Act (but not exceeding 30.01% of its Expenditure Balance as at
the Stage 1 Completion Date);(iii)
    
    MCG and Wafi must procure that:
 (A)
    
    50 B class shares are issued to
Newcrest 1, Newcrest 2 and
Newcrest 3 in the relevant Operator for the Hidden Valley
Joint
Venture, the Wafi-Golpu Joint Venture and the Exploration
Portfolio Joint Venture; and(B)
    
    nominees of Farminee are
appointed as directors of Hidden Valley
Services Limited, Wafi-Goipu Services Limited and Morobe
Exploration Services Limited; and
 (iv)
    
    MCG, Wafi and MEL, as necessary and
Farminee must execute each Transaction Document that has not already
been executed; and(v)
    
    Farminee delivers to MCG, Wafi and MEL
the Parent Company Guarantee duly executed by Newcrest Mining Limited,
unless it has been previously delivered by Farminee to MCG, Wafi and
MEL.




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##### 



(c)
    
    At Stage 1 Completion and subject to clause 5.8,
Farminee must pay the Stage 1 Purchase Price to MCG and Wafi apportioned as
set in Schedule 1 and in the following manner.
 (i)
    
    by delivering an unendorsed bank cheque at the place, or by
direct transfer of cleared funds to the credit of the account, that MCG and
Wafi nominate at least 1 Business Day before the payment is made;
and(ii)
    
    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.
 5.3
    
    Deductions and withholdingsIf at any time an applicable law obliges Farminee to make a deduction or
withholding in respect of Taxes from a payment to MCG and Wafi under this document,
Farminee:
 (a)
    
    must notify MCG and Wafi of the obligation promptly
after Farminee becomes
aware of it;(b)
    
    must ensure that the deduction or withholding does not
exceed the minimum
amount required by applicable law;(c)
    
    must pay to the relevant Government Agency on time the
full amount of the
deduction or withholding and promptly deliver to MCG and Wafi a copy of
any
receipt, certificate or other proof of payment; and(d)
    
    must indemnify MCG and Wafi against the deduction or
withholding by paying to
the MCG and Wafi, at the time that the payment to MCG and Wafi is due, an
additional amount that ensures that, after the deduction or withholding is made,
MCG and Wafi receives a net sum equal to the sum that it would have received if
the deduction or withholding had not been made.
 5.4
    
    Currency indemnityIf, for any reason (including as a result of a judgment or order), an amount
payable by Farminee under or in respect of this document (Relevant Amount)is
received by MCG and Wafi 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 Farminee, as an independent obligation, must indemnify MCG and Wafi
against, and must pay MCG and Wafi on demand the amount of, any shortfall between:
 (a)
    
    the amount of Required Currency which MCG and Wafi 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.
 5.5
    
    Conduct prior to Stage 1 Completion DatePrior to the Stage 1 Completion Date, except as provided for in the Stage 2
Operating Program, the Budget for the Stage 2 Operating Program or consented
to in writing by Farminee, MCG and Wafi must:
 (a)
    
    manage and conduct their activities in relation to
property which is to form part of Joint Venture Property for the Joint
Ventures in the ordinary and usual course, which includes the maintenance of
all existing insurance policies;




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##### 



(b)
    
    not enter into any commitment which does or will involve
expenditure relating to
property which is to form part of Joint Venture Property in excess of
$500,000;(c)
    
    except for disposals in the ordinary and usual course of
business, not dispose of or
grant any Encumbrance over any property which is to form part of Joint
Venture
Property with respect to any Joint Venture; and(d)
    
    not enter into or terminate any Contract or alter or waive
any of their material rights
or obligations under any Contract where the value of the Contract, alteration or
waiver is in excess of $500,000.
 5.6
    
    Farminee termination right prior to Stage 1 Completion DatePrior to the Stage 1 Completion Date, Farminee may terminate this document by
notice to MCG and Wafi if:
 (a)
    
    MCG or Wafi (or both of them) does not comply with its
obligations set out in
clause 5.5 in any material respect;(b)
    
    any Warranty given by MCG or Wafi is or becomes inaccurate or
misleading in any
material respect; or(c)
    
    there is a material adverse change caused by an event which
results in the
physical destruction of or damage to assets held by MCG or Wafi or
devastation of
or damage to land subject to the Tenements, the repair or remediation of
which
would cost more than $45 million.
 If Farminee terminates this document pursuant to paragraph (c) of this clause, it
has no Claim against MCG, Wafi or their Affiliates relating to that termination or
that relevant event or circumstance.5.7
    
    Harmony Expenditure
 (a)
    
    Within 10 Business Days after the date of this document, MCG
and Wafi must
provide Farminee with a monthly management report of Harmony Expenditure for
the period from 1 January 2008 to the end of the month immediately before
the
month in which the date of this document falls (Initial Expenditure
Statement).
Thereafter, by the 10th Business Day of every following month,
MCG and Wafi
must provide Farminee with a monthly management report of Harmony
Expenditure for the previous month including a reconciliation of any amounts
for
which an accrued provision was made in and included in the monthly
management
report for any previous month and for which payment has since been made
(including taking account of payment discounts, credits or other allowances
actually received in respect of such previously accrued amounts) (Monthly
Expenditure Statement).(b)
    
    At least 5 Business Days prior to the Stage 1 Completion
Date, Wafi and MCG
must provide Farminee with an estimate of Harmony Expenditure for the period
from the beginning of the month in which a Monthly Expenditure Statement was
most recently provided to Farminee to the Effective Date (Forecast
Expenditure
Statement).(c)
    
    The aggregate of the amounts of Harmony Expenditure set out
in the Initial
Expenditure Statement, each Monthly Expenditure Statement provided under
clause 5.7(a) and the Forecast Expenditure Statement shall be the Harmony
Estimated Expenditure for the purposes of calculating the Stage 1 Purchase Price.




---



##### 



(d)
    
    Within 10 Business Days after the Stage 1 Completion Date,
Wafi and MCG must provide Farminee with a statement (Final
Expenditure Statement) showing the
actual amount of Harmony Expenditure for the period for which the Forecast
Expenditure Statement was prepared.(e)
    
    Actual Harmony Expenditure shall be the aggregate of the
actual amount of Harmony Expenditure for the period to which the Final Expenditure Statement
relates (which has been agreed by Farminee or determined by the Expert) and
the actual amount of Harmony Expenditure for all of the previous months from 1
January 2008 (which amount has been agreed by Farminee or determined by the
Expert).(f)
    
    The Adjustment Amount is the amount calculated as follows:(Actual Harmony Expenditure  Harmony Estimated Expenditure) x 30.01%.
 (i)
    
    If the Adjustment Amount is positive,
Farminee must pay the Adjustment Amount to MCG and Wafi;(iii)
    
    If the Adjustment Amount is negative,
Harmony must pay the Adjustment Amount to Farminee.(iv)
    
    If the Adjustment Amount is zero, no Adjustment Amount is payable.
 (g)
    
    Each monthly management report or expenditure statement
prepared for the purposes of clause 5.7 must be prepared by MCG and Wafi in accordance with
the principles set out in Schedule 6 and MCG and Wafi must:
 (i)
    
    provide or ensure the provision of all
information and documentation which may be reasonably requested by
Farminee; and(ii)
    
    permit Farminee to have access to and
take extracts from or copies of any books, correspondence, accounts or
other records relating to the Wafi-Golpu Project, the Hidden Valley
Project and the Exploration Portfolio Project, to the extent those
documents or records are relevant to the preparation or verification of
any expenditure statement,
  (ii)
    
    Farminee must notify MCG and Wafi within:
 (A)
    
    15 Business Days of receiving the Initial Expenditure Statement;(B)
    
    10 Business Days of receiving a
Monthly Expenditure Statement; and(C)
    
    10 Business Days of receiving the Final Expenditure Statement,
 Dispute Notice
 (iii)
    
    Within 5 Business Days after Farminee
having delivered a Dispute Notice to MCG and Wafi, Farminee, MCG and
Wafi must meet in order to attempt to resolve the dispute. If the
dispute is not resolved within 5 Business Days of this meeting, the
dispute must be promptly submitted for determination by an Expert.




---



##### 



(iv)
    
    The Expert must be selected by agreement
between Wafi or MCG (on the one hand) and Farminee (on the other hand)
or failing agreement between them within 5 Business Days after they
commence to discuss selection of the Expert, selected by the President
for the time being of the Institute of Chartered Accountants of
Australia (or his or her nominee).(v)
    
    The disputed matters must be referred to the Expert by written
submissions of MCG and Wafi (on the one hand) and Farminee (on the
other hand) and must include only:
 (A)
    
    the relevant monthly management
report or expenditure statement
(together with any supporting documentation);(B)
    
    an extract of the relevant provisions of this document; and(C)
    
    the submissions of MCG and Wafi
(on the one hand) and
Farminee (on the other hand) in relation to the matters in
dispute.
 (vi)
    
    The Expert must be instructed to decide the
matters in dispute and finish its determination and provide it to
MCG, Wafi and Farminee no later than 10 Business Days after
submission of the dispute to the Expert.(vii)
    
    MCG, Wafi and Farminee must promptly
provide the Expert with any information, assistance and
co-operation requested in writing by the Expert in connection with
its determination.(viii)
    
    The Expert must be instructed to apply the principles set out in Schedule 6.(ix)
    
    Other than as agreed by MCG and Wafi (on
the one hand) and Farminee (on the other hand), the Expert will decide
the procedures to be followed by the Expert.(x)
    
    The Expert must act as an expert and not an arbitrator. The
Experts written determination will be final and binding on the parties in
the absence of manifest error and the relevant expenditure
statement will be deemed to be amended as directed by the Expert.(xi)
    
    The cost of a determination by an Expert
must be borne by the parties in such manner as the Expert determines
(having regard to the merits of the dispute) or, failing such
determination, equally by MCG and Wafi (on the one hand) and by
Farminee (on the other hand).
 (h)
    
    Farminee will have no liability for, and MCG and Wafi
must indemnify Farminee against any liability for or in respect of:
 (i)
    
    any amounts of Harmony Expenditure that
are accrued or incurred prior to the Effective Date; or(ii)
    
    any other expenditure accrued or
incurred by Wafi and MCG in relation to the Hidden Valley Project, the
Wafi-Golpu Project and the Exploration Portfolio Project prior to 1
January 2008,




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##### 



5.8
    
    Renewal of Exploration Licence 440
 (a)
    
    If Exploration Licence 440 is not renewed by the relevant
Government Agency
responsible for its renewal on or prior to the Stage 1 Completion Date, at
Stage 1
Completion Farminee must pay $50 million of the Stage 1 Purchase Price to an
escrow account or agent agreed between MCG and Wafi (on one hand) and
Farminee (on the other hand) to be held in escrow  in accordance with this
clause
5.8 (and otherwise on escrow terms agreed between MCG and Wafi (on one hand)
and Farminee (on the other hand)).(b)
    
    The parties will procure that the amount so held in escrow
(together with all
interest (if any) earned on that amount, less any applicable fees or charges
payable in respect of the agreed escrow arrangements) under paragraph (a)
will
be paid:
 (i)
    
    to MCG and Wafi (or as MCG and Wafi may
direct by notice to Farminee) if Exploration Licence 440 is renewed by
the relevant Government Agency responsible for its renewal within 5
years after the Stage 1 Completion Date; or(ii)
    
    to Farminee if Exploration Licence 440
is not renewed by the relevant Government Agency responsible for its
renewal within 5 years after the Stage 1 Completion Date or if, prior
to the expiry of that period, MCG or Wafi receives notification from
the relevant Government Agency responsible for the renewal of
Exploration Licence 440 that it will not renew Exploration Licence 440,
  (c)
    
    If clause 5.8(b)(ii) applies and subsequently MCG, Wafi or
Farminee obtains rights
to an exploration licence that comprises materially all of the mineral
potential of
Exploration Licence 440 within 7 years after the Stage 1 Completion Date
(Replacement Tenement), the parties will do all things necessary for the
Replacement Tenement to become Joint Venture Property of the Wafi-Golpu
Joint
Venture. On that Replacement Tenement becoming Joint Venture Property of the
Wafi-Golpu Joint Venture, Farminee must pay MCG and Wafi the amount of $50
million. This obligation does not apply if at that relevant time the
Farminee is no
longer a Venturer.(d)
    
    If a Replacement Tenement is not obtained by a party within
the time referred to in
paragraph (c), the area of Exploration Licence 440 is excised from the JV Area and
the JV Non-Competition Area in the Wafi-Golpu Joint Venture.
 5.9
    
    Employee entitlementsIf an employee of MCG, Wafi, Farminee or their related corporations becomes an
employee of an Operator, on or after the Stage 1 Completion Date, then the parties
must procure that the relevant employer pays that Operator an amount equal to 70%
of the aggregate value of the accrued but unpaid entitlements of that employee to
salary or wages, sick leave, annual leave and long service leave up to the date on
which the employee becomes an employee of an Operator. For the avoidance of doubt,
this obligation does not affect section 6 or Schedule 6 which provides that Harmony
Expenditure includes employee entitlements which accrue between 1 January 2008 and
Stage 1 Completion.




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##### 



6.
    
    STAGE 2-FARMIN
 6.1
    
    Farminees rights and obligations  Stage 2
 (a)
    
    Commencing from Stage 1 Completion, Farminee must, subject to
clause 6.1(c), contribute the full amount of Stage 2 Expenditure in accordance with this
document.(b)
    
    Farminee must make the contributions referred to in clause 6.1(a):
 (i)
    
    during the Farmin Period, and more
particularly, but subject to clause 6.2, as and when called upon to do
so by the Operators of the respective Joint Ventures in accordance with
the procedure defined in clauses 12, 13 and 14 of the relevant JVA;(ii)
    
    as to the proportion corresponding to the
Participating Interest of Farminee, on its own behalf to the Operator
of the respective Joint Venture for the benefit of the Joint Account;(iii)
    
    as to the proportion corresponding to
the Participating Interest of MCG and Wafi, to the Operator of the
respective Joint Venture for the benefit of the Joint Account as
payment at the direction of MCG and Wafi of the amounts for which MCG
and Wafi are liable under the relevant JVA; and(iv)
    
    in accordance with clause 10.
 (c)
    
    The Farmin Milestone is the earlier of:
 (i)
    
    the date on which Farminee has contributed Stage 2 Expenditure in full;(ii)
    
    the date on which the Hidden Valley mine is Commissioned; and(iii)
    
    30 June 2009.
 (d)
    
    On achieving the Farmin Milestone:
 (i)
    
    Farminee becomes entitled to a
further 19.99% Participating Interest in all the Joint Ventures;(ii)
    
    the provisions of clause 7 apply; and(iii)
    
    if sub-paragraphs 6.1(c)(ii) or
(iii) apply, Farminee must pay, at the direction of MCG or Wafi
to:
 (A)
    
    MCG and Wafi in aggregate, 50%; or(B)
    
    the Operators of the Joint
Ventures in aggregate, for the benefit of
MCG or Wafi, 50%,
  6.2
    
    MCG and Wafis right to vary the Operating Program or Budget
 (a)
    
    Notwithstanding any other provision of this document
and each JVA, during the Farmin Period, the Operator may advise the Joint
Venture Committee to vary the




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##### 



(b)
    
    Any amendment to the Budget or Stage 2 Operating Program
under clause 6.2(a)
does not affect in any way Farminees obligation to make contributions under
clause 6.1(a), and, for the avoidance of uncertainty, does not increase the
aggregate amount of Stage 2 Expenditure to be contributed by Farminee under
clause 6.1(a).(c)
    
    For the avoidance of doubt, any amendment to the Budget or
Stage 2 Operating
Program outside the parameters specified in clause 6.1(a) requires approval in
accordance with the provisions of the JVAs.
 6.3
    
    Contribution by Farminee is sole contribution  Stage 2During the Farmin Period, and despite any provision to the contrary in any JVA:
 (a)
    
    MCG, with respect to the Exploration Portfolio Joint Venture
and the Hidden Valley Joint Venture; and(b)
    
    Wafi, with respect to the Exploration Portfolio Joint Venture
and the Wafi-Golpu Joint Venture,
  6.4
    
    Credit for first goldMCG must account to Farminee for that proportion of the actual proceeds of sale of
the first 15,000 ounces of gold poured from the Hidden Valley Mine (on normal
commercial terms) as is equal to the Participating Interest (expressed as a
percentage) of Farminee on the expiration or termination of this document.7.
    
    TRANSFER OF LEGAL INTEREST
 (a)
    
    On Farminee achieving the Farmin Milestone:
 (i)
    
    MCG, Wafi and Farminee must do all
things reasonably necessary including, but not limited to:
 (A)
    
    executing all necessary documentation; and(B)
    
    applying for all necessary
Authorisations and registrations under
the Mining Act,




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##### 



(ii)
    
    MCG and Wafi must each execute and deliver to Farminee, in a
form approved by Farminee, a Tax Notice for an amount which is the
aggregate of 19.99% of its Expenditure Balance as at the Stage 1
Completion Date and 19.99% (or such greater or lesser percentage
necessary to ensure that MCG or Wafi (on one hand) and Farminee (on
the other hand) as at the date on which the Farmin Milestone is
achieved share equally the total accumulated Expenditure Balances as
at that date) of the Stage 2 Expenditure on its Tenements, or if the
Tax Act prevents the Tax Notice being for that amount then for the
greatest amount up to that amount as is permitted under the Tax Act.
 (b)
    
    On:
 (i)
    
    the Participating Interests in
the Joint Ventures being transferred to Farminee; and(ii)
    
    Farminee, MCG and Wafi making any
adjustment required under clause 5.7,
  8.
    
    REPRESENTATIONS AND WARRANTIES8.1
    
    Representations and warranties by Wafi and MCGWafi and MCG represent and warrant to Farminee that:
 (a)
    
    they are companies limited by shares under the Companies Act;(b)
    
    they have full legal capacity and power to:
 (i)
    
    own their property and to carry on their business; and(ii)
    
    enter into this document and the
relevant Transaction Documents and to carry out the transactions that
these documents contemplate;
 (c)
    
    they have taken all corporate action that is necessary or
desirable to authorise
their entry into this document and the relevant Transaction Documents and
their carrying out the transactions that these documents contemplate;(d)
    
    they hold each Authorisation that is necessary or desirable to:
 (i)
    
    enable them to properly execute this document and the relevant
Transaction Documents and to carry out the transactions that
these documents contemplate;(ii)
    
    ensure that this document and the
relevant Transaction Documents are legal, valid, binding and
admissible in evidence,
  (e)
    
    this document and the relevant Transaction Documents
constitute their legal, valid
and binding obligations, enforceable against them in accordance with their
terms




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##### 



(except to the extent limited by equitable principles and laws affecting
creditors rights generally), subject to any necessary stamping or
registration; and(f)
    
    each of the Warranties is true and correct.
 8.2
    
    Representations and warranties by
FarmineeFarminee represents and warrants that:
 (a)
    
    it is a company limited by shares under the Companies Act;(b)
    
    it has full legal capacity and power to:
 (i)
    
    own its property and to carry on its business; and(ii)
    
    enter into this document and the other Transaction Documents and to
carry out the transactions that this document and the relevant
Transaction Documents contemplate;
 (c)
    
    it has taken all corporate action that is necessary or
desirable to authorise its entry
into this document and the relevant Transaction Documents and its carrying out
the transactions that this document and the relevant Transaction Documents
contemplate;(d)
    
    it holds each Authorisation that is necessary or desirable to:
 (i)
    
    enable it to properly execute this
document and the relevant Transaction Documents and to carry out the
transactions that these documents contemplate;(ii)
    
    ensure that this document and the
relevant Transaction Documents are legal, valid, binding and admissible
in evidence,
 and it is complying with any conditions to which any of these Authorisations
is subject; and(e)
    
    this document and the relevant Transaction Documents
constitute its legal, valid
and binding obligations, enforceable against it in accordance with their terms
(except to the extent limited by equitable principles and laws affecting creditors
rights generally), subject to any necessary stamping or registration.
 8.3
    
    Repetition of representations and warrantiesThe Warranties are taken to be repeated only if so stated in Schedule 4 on the
basis of the facts and circumstances as at that date.8.4
    
    Reliance on representations and warranties
 (a)
    
    Farminee acknowledges that both MCG and Wafi have executed
this document
and agreed to take part in the transactions that this document contemplates in
reliance on the representations and warranties that are made in clause 8.2.(b)
    
    MCG and Wafi acknowledge that Farminee has executed this
document and
agreed to take part in the transactions that this document contemplates in
reliance
on the Warranties that are made or repeated in accordance with clauses 8.1
and
8.3.




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##### 



8.5
    
    DisclosuresEach of the Warranties is subject to the matters fairly and accurately
disclosed in the Disclosure Material.8.6
    
    Exceptions to WarrantiesThe Warranties are not breached by, and each representation in the Warranties is
qualified by:
 (a)
    
    (information provided)anything disclosed or referred to in
any information
relating to the Hidden Valley Project, Wafi-Golpu Project or Exploration
Portfolio
Project which has been made available to Farminee or to any related
corporation
of Farminee (or any of their respective officers) by MCG or Wafi or by any
of their
related corporations or their advisers in respect of these Projects before
Farminee
enters this document;(b)
    
    (disclosed in this document)anything disclosed or referred
to in the Data Room
or the Disclosure Material or elsewhere in this document or in any annexure
or
exhibit;(c)
    
    (actual knowledge)anything which the Farminee or Newcrest
Mining Limited or
any of its related corporations actually knows before entering this
document;(d)
    
    (changes in law)anything arising from any change after the
date of this document
in any Tax or in any applicable law or in its interpretation (whether or not
with any
retrospective effect); or(e)
    
    (consent or agreement)anything to the extent that it is
caused by or contributed
to by any act, omission, transaction, or arrangement:
 (i)
    
    of, by or on behalf of, Farminee or any related
corporation of Farminee; and(ii)
    
    of, by or on behalf of MCG and Wafi, or any other person, at the request or with the express written
consent of Farminee.
 8.7
    
    No further WarrantiesExcept for the Warranties or except as otherwise expressly provided in this
document or in any other Transaction Document, MCG and Wafi makes no express or
implied representation or warranty at all, including:
 (a)
    
    (the future)as to future matters, including future costs, revenues or profits;
or(b)
    
    (forecasts)as to the accuracy, completeness or
reasonableness of any mine
plans, projection, forecast or forward looking information, or of any assumptions on
which they are based.
 8.8
    
    Exclusion of implied obligationsTo the maximum extent permitted by law and except as otherwise provided in this
document or in any other Transaction Document, every condition, warranty, term,
provision, representation or undertaking (express, implied, written, oral,
collateral, statutory or otherwise) except the Warranties is excluded.8.9
    
    Quality of informationThe Farminee acknowledges to and agrees with MCG and Wafi (on behalf of itself and
as trustee for each of their Affiliates) that the discussions about Hidden Valley
Project, Wafi-




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##### 



Golpu Project or Exploration Portfolio Project and the provision of information
relating to the Hidden Valley Project, Wafi-Golpu Project or Exploration Portfolio
Project were made by MCG and Wafi and accepted by the Farminee, and this document
is entered into, on the basis and condition that, except for MCG and Wafi and then
only to the extent of the Warranties:
 (a)
    
    (information not warranted)neither MCG nor Wafi has made or
makes any
representation or warranty as to the accuracy or completeness of any
information;(b)
    
    (no duty of care)neither MCG nor Wafi accepts any duty of
care for the provision
of any information to the Farminee or to any Affiliates of the Farminee or
to any
provider of finance or to any other person; and(c)
    
    (no reliance)neither the Farminee nor any of its Affiliates
relies on any Related
Person or upon MCG or Wafi to provide complete information or information
that is
not misleading.
 8.10
    
    No liability if loss is otherwise compensated forFarminee may only recover once for the same Loss, and cannot bring a Claim for an
amount or Loss to the extent that the same amount or Loss has been recovered in
another Claim, or is made good or is compensated for without cost to Farminee.8.11
    
    Limitation on ClaimsAny Claim is excluded to the extent that it is for indirect or consequential loss
or loss of profit or economic loss, however it arises or for punitive or exemplary
damages.8.12
    
    Warranties are personal
 (a)
    
    (personal rights)The rights of Farminee to make a Claim
based on a Warranty
are personal to Farminee and may not be Assigned to any other person.(b)
    
    (if Farminee on sells) Neither Farminee nor a person deriving
title from Farminee
can make a Claim based on a Warranty if Farminee has after Stage 1 Completion
ceased to own or ceased to hold a Participating interest in any Joint Venture.
 8.13
    
    Threshold for ClaimsFarminee cannot make any Claim for breach of any Warranty that is otherwise
permitted by this document for less than $1,000,000.8.14
    
    Cap on ClaimsThe liability of MCG and Wafi for Claims for breach of any Warranty is limited to
the amount equal to the total of the Stage 1 Purchase Price plus the amount
contributed by Farminee as Stage 2 Expenditure as at the date on which the Claim is
finally resolved or otherwise disposed of. This clause 8.14 operates to the fullest
extent permitted by law.8.15
    
    Time limits for bringing ClaimsFarminee cannot make any Claim for breach of any Warranty, and the liability of MCG
and Wafi for such a Claim is absolutely barred, unless within 2 years after the
date on which the Farmin Milestone is achieved, Farminee gives to MCG and Wafi
notice of the Claim specifying in detail the matter which gives rise to the Claim,
the nature of the Claim, the amount claimed, and how the amount is calculated.




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##### 



8.16
    
    ConstructionEach Warranty is to be construed independently of the others and is not
limited by reference to any other Warranty.9.
    
    FORCE MAJEURE9.1
    
    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 party 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 party 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.
 9.2
    
    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
or a nominee of the Independent State of Papua New Guinea on terms not
acceptable to it for the sole purpose of removing the Force Majeure Event.
 9.3
    
    Alternative supplyDuring any period in which a party is not performing obligations because of a
claimed Force Majeure Event, the other party 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.10.
    
    PAYMENTS TO OPERATOR10.1
    
    How payments must be madeFarminee must make each payment under clause 6 of this document:




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(a)
    
    by delivering an unendorsed bank cheque at the place, or
by direct transfer of cleared funds to the credit of the account, that
the Operator nominates at least 5 Business Day 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.
 10.2
    
    Deductions and withholdingsIf at any time an applicable law obliges Farminee to make a deduction or
withholding in respect of Taxes from a payment to the Operator under this document,
Farminee:
 (a)
    
    must notify MCG and Wafi of the obligation promptly
after Farminee becomes aware of it;(b)
    
    must ensure that the deduction or withholding does not
exceed the minimum amount required by applicable 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(d)
    
    must indemnify the Operator against the deduction or
withholding by paying to the Operator (for the benefit of the Joint Account),
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.
 10.3
    
    Interest
 (a)
    
    Farminee 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
10.3(b). Farminee must pay this interest 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 on
overdrafts of K100,000 for that day and 3% per annum, and is capitalised
(if not paid) every 5 Business Days.(c)
    
    Clause 10.3(a) does not affect Farminees obligation to pay
each amount under this document when due.
 10.4
    
    Currency indemnityIf, for any reason (including as a result of a judgment or order), an amount
payable by Farminee 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 Farminee, as an independent obligation, must indemnify the Operator
against, and must pay the Operator (for the benefit of the Joint Account) 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.




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##### 



11.
    
    DEFAULT11.1
    
    What is a Default Event?
 (a)
    
    Each of these events or circumstances is a Default Event during the Farmin
Period:
 (i)
    
    if Farminee fails to pay any amount that is due and payable by it under
this
document (in particular under clauses 5.1 and 6.1);(ii)
    
    if a party breaches a material term or condition of any JVA;(iii)
    
    if a party Assigns any of its right or
interest in this document or any other Transaction Document in breach
of clause 18 or that other Transaction Document;(iv)
    
    if an Insolvency Event occurs in respect
of a party other than as part of a solvent reconstruction,
amalgamation, merger or consolidation that has been approved by the
other parties; or(v)
    
    if there is a Change of Control of a party.
 For the purposes of clause 11.1(a)(iv), an Insolvency Event which
occurs in respect of:
 (A)
    
    Harmony will be deemed to be an
Insolvency Event occurring in respect of Wafi and MCG; and(B)
    
    Newcrest Mining Limited
will be deemed to be an Insolvency Event occurring in
respect of Farminee.
 (b)
    
    For the purposes of clause 11.1(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.
 No Change of Control occurs if:
 (A)
    
    the entity that ceases to
control the body under clause 11.1(b) was, immediately
beforehand, controlled by a body corporate that controls the
body; or(B)
    
    the entity that comes to
control the body under clause 11.1(b) is, immediately
afterward, a wholly-owned subsidiary of a body corporate that
previously controlled and continues to control the body; or(C)
    
    it results from a Change in Control of a listed entity.
 11.2
    
    Defaulting Party to notify of Default Event and remedyA party must notify the other parties immediately after:
 (a)
    
    it commits a Default Event or a Default Event occurs in respect of it; or(b)
    
    it remedies a Default Event,




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##### 



and the notice must set out full details of the Default Event or how the Default
Event has been remedied (as the case may be).11.3
    
    Operator to notify of Default Event and remedyThe Operator must notify the parties immediately it becomes aware:
 (a)
    
    of anything which, in the Operators reasonable opinion, is
likely to result in a party committing a Default Event or a Default Event
occurring in respect of a party;(b)
    
    that a party has committed a Default Event or a Default Event
has occurred in respect of a party; or(c)
    
    that a Default Event has been remedied by a party.
 11.4
    
    Giving of Default NoticeIf following Stage 1 Completion a Default Event is committed by or occurs in
respect of a party (the Defaulting Party),another party (a Non-Defaulting Party)
may, within 25 Business Days after becoming aware of the Default Event, give the
Defaulting Party a notice (Default Notice)that:
 (a)
    
    identifies it as a notice under this clause 11.4;(b)
    
    states the Default Event that has been committed or occurred
and specifies all details of it that the Non-Defaulting Party, is aware of;
and(c)
    
    if the Default Event:
 (i)
    
    is not an Insolvency Event and is capable of remedy, requires the
Defaulting Party to remedy the Default Event within 15 Business
Days; or(ii)
    
    is an Insolvency Event, requires the
Defaulting Party to remedy the Default Event within 10 Business Days,
 after the Defaulting Party receives the Default Notice (Remedy Period).
 11.5
    
    Rights of Non-Defaulting Party
 (a)
    
    If a Default Notice is given and is in respect of a Default
Event which is not an
Insolvency Event, and, in the case of a Default Event that can be remedied,
the
Default Event is not remedied within the Remedy Period, the Non-Defaulting
Party
may within 10 Business Days after:
 (i)
    
    for a Default Event that cannot be remedied, the Default Notice is given; or(ii)
    
    for a Default Event that can be remedied, the end of the Remedy
Period,
 give a notice to the Defaulting Party terminating this document with effect
from the date specified in the notice, being a date at least 10 Business
Days after the date of the notice.(b)
    
    If a Default Notice is given and is in respect of a Default
Event which is an
Insolvency Event and the Default Event is not remedied within the Remedy
Period,
the Non-Defaulting Party may give a notice to the Defaulting Party
terminating this
document with immediate effect.(c)
    
    In the event of termination referred to in clause 11.5(a) or 11.5(b):




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##### 



(i)
    
    each Joint Venture operates
independently in accordance with its respective JVA;(ii)
    
    if prior to the occurrence of the Farmin
Milestone the Defaulting Party is Farminee, Wafi and MCG must transfer
to Farminee a 10% Participating Interest in each Joint Venture after
full payment of the first 50% portion of Stage 2 Expenditure (in
aggregate) paid to the Operators after the Stage 1 Completion Date;(iii)
    
    if the Defaulting Party is MCG or Wafi and the Default Event is
an Insolvency Event, MCG and Wafi must within 5 Business Days of receipt
of a notice from Farminee, transfer a 19.99% Participating Interest
in each Joint Venture to Farminee on payment by Farminee to MCG and
Wafi (or to the Operators for the benefit of the Joint Account and to
be to the credit of MCG and Wafi if so directed by MCG and Wafi) of
50% of the amount (if any) by which the Stage 2 Expenditure exceeds
the aggregate amounts already paid by Farminee to the Operators under
clause 6 (failing which, the total amount already paid by Farminee to
the Operators under clause 6 will be an amount immediately due and
payable by MCG and Wafi to Farminee);(iv)
    
    if the Defaulting Party is MCG or Wafi and the Default Event is
not an Insolvency Event, MCG and Wafi must within 5 Business Days of receipt
of a notice from Farminee, transfer a 19.99% Participating interest
in each Joint Venture to Farminee on payment by Farminee to MCG and
Wafi (or to the Operators for the benefit of the Joint Account and to
be to the credit of MCG and Wafi if so directed by MCG and Wafi) of
50% of the amount (if any) by which the Stage 2 Expenditure exceeds
the aggregate amounts already paid by Farminee to the Operators under
clause 6.
 11.6
    
    Withdrawal of Default NoticeA Default Notice is withdrawn, or taken to be withdrawn, by a Non-Defaulting Party
if it:
 (a)
    
    withdraws the Default Notice by notice to the Defaulting Party; or(b)
    
    does not give a notice under clause 11.5 within the period specified in the
clause.
 11.7
    
    Option to purchaseIf the Defaulting Party is Farminee and the relevant Default Event is that referred
to in sub-paragraphs 11.1(a)(iv) or (v), in addition to MCG and Wafis rights under
clause 11.5, in the circumstances described in that clause and within 20 Business
Days of receipt by Farminee of a notice under clause 11.5(a) or 11.5(b) from MCG or
Wafi, MCG and Wafi may also give a notice to Farminee requiring Farminee to sell to
MCG and Wafi (or to their nominees) all, but not part, of Farminees Participating
Interest acquired under this document free from any Encumbrance (other than a
Permitted Encumbrance) and at a price equal to the Stage 1 Purchase Price plus an
amount equal to:
 (a)
    
    30.01%; or(b)
    
    if Farminee has acquired or is entitled to be
transferred an additional 10% Participating Interest pursuant to clause
11.5(c)(ii), 40%,
 of the payments made by Farminee to the Operators under clause 6.1 (Agreed Price).




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##### 



11.8
    
    Time for completionThe parties must complete the sale and purchase of Farminees Participating
Interest under clause 11.7 within 40 Business Days of the notice under clause 11.7.11.9
    
    What is to be done at completionAt completion of the sale of Farminees Participating Interest under clause 11.7:
 (a)
    
    MCG or Wafi or both of them must pay (or ensure its nominee
pays) to Farminee, by unendorsed bank cheque, the Agreed Price;(b)
    
    MCG, Wafi and Farminee must do all things reasonably
necessary including, but not limited to, executing all necessary documentation
and applying for all necessary Authorisations and registration under the
Mining Act, to effect the transfer of the Participating Interest free from any
Encumbrance to MCG and Wafi or as MCG and Wafi may otherwise direct; and(c)
    
    Farminee must deliver to MCG and Wafi all Tenements
Information in the possession of Farminee relevant to the Joint Ventures.
 11.10
    
    Power of AttorneyFor the purposes of clause 11.9, Farminee irrevocably appoints MCG and Wafi
severally as its attorney to do anything (including execute any document) necessary
for the transfer of its Participating Interest under that clause.11.11
    
    Notices to be given to the OperatorIf a party gives a notice under this clause 11, it must also give a copy of the
notice to the Operator.11.12
    
    Entitlement to damages
 (a)
    
    Subject to clause 11.5, the Defaulting Party must compensate
the Non-Defaulting Party for any Liability suffered or incurred by the
Non-Defaulting Party as a consequence of the Default Event.(b)
    
    The compensation payable by the party under clause 11.12(a)
extends to any Liability suffered or incurred by the other party during the
term of this document, and the period after termination of this document.(c)
    
    All Default Events are essential terms of this document and
the commission or happening of a Default Event and, where applicable, failure
to remedy a Default Event within the period specified in clause 11.2, is
deemed to be a breach of an essential term of this document.(d)
    
    A partys entitlement to damages is in addition to any other
rights and remedies that party may have, including termination of this
document.(e)
    
    The rights and remedies under this clause 11 are in addition
to, and do not take away from, any other right or remedy a party may have at
law or in equity.(f)
    
    Any valid exercise by a Non-Defaulting Party of the
right to terminate under clause 11.5 is not a breach or repudiation of
this document.




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##### 



12.
    
    TERMINATION12.1
    
    Consequences of termination
 On 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), 5.8 (Renewal of Exploration
Licence 440), 6.4 (Credit for First Gold), 11 (Default), 13 (Hidden Valley and
Wafi-Golpu Royalties), 14 (Confidentiality), 17 (GST), 19 (Notices), and 20
(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.
 13.
    
    HIDDEN VALLEY AND WAFI-GOLPU ROYALTIES
 13.1
    
    Wafi-Golpu Royalty
 (a)
    
    Farminee acknowledges that the production of Mineral Products
from certain Tenements which are to form part of the Wafi-Golpu Joint Venture
and the Exploration Portfolio Joint Venture are subject to an obligation to
pay certain royalties to Rio Tinto Limited pursuant to the Royalty Deed
between Rio Tinto Limited, Wafi and Aurora Gold Ltd dated 26 June 2003
(Wafi-Golpu Royalty).(b)
    
    The parties must use their reasonable endeavours to negotiate
as soon as reasonably practicable and on terms acceptable to the parties
(acting reasonably), the release or acquisition of the Wafi-Golpu Royalty and
must procure that Farminee is a party to any such negotiations.(c)
    
    No party can enter into any agreement with Rio Tinto Limited
(or any of its related corporations) in connection with the Wafi-Golpu Royalty
without the written consent of the other parties (which must not be
unreasonably withheld).(d)
    
    Consideration due under any agreement referred to in
paragraph (c) will, if incurred:
 (i)
    
    prior to the Effective Date, be deemed to be Harmony Expenditure
provided that Wafi pays Farminee on demand 50% of that consideration
up to a maximum of $15 million;(ii)
    
    on or after the Effective Date to the
date on which the Farmin Milestone is achieved, be the sole liability
of Wafi up to an amount equal to $30 million minus two times the amount
(if any) paid by Wafi under clause 13.1 (d)(i) (the Wafi Liability)
with any consideration payable in excess of the Wafi Liability to be
part of Stage 2 Expenditure; and(iii)
    
    after the date on which the Farmin
Milestone is achieved, be borne by Wafi and Farminee in proportion to
their Participating Interests under the Wafi-Golpu JVA except that Wafi
shall be solely liable for the first $30 million of that consideration
(minus an amount (if any) equal to:
 (A)
    
    two times the amount paid by Wafi under clause 13.1
(d)(i); or




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##### 



(B)
    
    the amount paid by Wafi under clause 13.1 (d)(ii),
 (whichever is applicable)).
 (e)
    
    If no agreement is reached under paragraph (c) and
royalties become payable in connection with the Wafi-Golpu Royalty, Wafi will
be liable for, and shall indemnify Farminee against any Claim in respect of,
Farminees share of the first $30 million of any royalties that are payable by
Wafi and Farminee.
 13.2
    
    Hidden Valley Royalty
 (a)
    
    Under an Agreement of Sale of Interest in Royalty Deed dated
2 March 2007 between Rio Tinto Limited, Rio Tinto Minerals (PNG) Limited (a
company incorporated in PNG) (RTM),Harmony and MCG (Agreement of Sale), Rio
Tinto Limited and RTM sold to Harmony all their rights, interests and
obligations under a Royalty Deed relating to the Hidden Valley Project.(b)
    
    Under the Agreement of Sale, Harmony is free to assign and
transfer all the Sale Assets (as defined in the Agreement of Sale), which
includes a royalty interest in the ounces of gold to be produced by MCG from
the Hidden Valley Mine in PNG (Hidden Valley Royalty),to any of its Related
Bodies Corporate (as defined in the Agreement of Sale). The transfer of the
Sale Assets to MCG extinguishes the royalty interest.(c)
    
    Harmony proposes to enter into a Deed of Extinguishment of
Royalty  Hidden Valley Project with MCG (Deed of Extinguishment)to assign
all its right, title and interest in the Sale Assets to MCG, so as to
extinguish the royalty interest described above in consideration of a payment
of $22,500,000 which is deemed to be Harmony Expenditure (and which is the
only amount to be included as Harmony Expenditure in respect of the Hidden
Valley Royalty).(d)
    
    MCG undertakes to use its best endeavours to
register the Deed of Extinguishment.(e)
    
    MCG is liable for and must indemnify Farminee and its
Affiliates against any Liability in connection with the Deed of Extinguishment
and the payment of the Hidden Valley Royalty.(f)
    
    Farminee holds the benefit of the indemnity in clause 13.2(e)
for itself and on trust for each of its Affiliates.
 14.
    
    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)
    
    the other 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 the party;(d)
    
    the disclosure is made on a confidential basis to the
partys or any of its Affiliates officers, employees, agents, financiers or
professional advisers, and is necessary for the partys business or that of
its Affiliates;




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(e)
    
    the disclosure is necessary to comply with any applicable law, or an order of a court or tribunal;(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 partys Participating Interest, or to any other person who:
 (i)
    
    proposes to enter into contractual relations with the party; and(ii)
    
    agrees to keep the disclosure
confidential in accordance with this clause 14.
 15.
    
    PROHIBITION ON EMPLOYMENTEach party agrees that it must not and must procure that none of its related
corporations, without the written consent of the other parties, 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 another party or any of its Affiliates, to become an
employee of that party or any of its Affiliates.
 16.
    
    DISPUTE RESOLUTION
 16.1
    
    ApplicationAny dispute or difference between the parties arising under or in connection with
the 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.
 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;




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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
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, 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
16.3(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.
 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(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 16.3(d)) 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);




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##### 



(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(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 16.4(a), senior management representatives (SMR)from each
of the parties to the Dispute (which shall include the chief executive
officers of 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 persons.(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:
 (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 is to 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) is to 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 this document and the other Transaction Documents.
 16.7
    
    Summary or urgent reliefNothing in this clause 16 prevents a party from instituting court proceedings
to seek enforcement of any payment due under the document or to seek urgent
injunctive, interlocutory or declaratory relief in respect of a Dispute.
 17.
    
    GST
 17.1
    
    Sale of a going concernThe parties agree that to the extent that Participating Interests comprise goods,
the supply to Farminee of Participating Interests under this document is chargeable
with GST at the rate of 0% under section 20 of the GST Law as a going concern, and
Farminee is or will immediately become a registered person at the time of transfer.
 17.2
    
    Farminee WarrantyThe Farminee warrants that it is or will immediately become a registered person at
the time of transfer.
 17.3
    
    Joint Venture WarrantiesMCG and Wafi warrant that for each supply of a Participating Interest:
 (a)
    
    all of the goods and services that are necessary for the
continued operation of the taxable activity will be supplied to Farminee; and(b)
    
    MCG and Wafi will carry on the taxable activity up to the
time of the transfer of the Participating Interest to Farminee.
 17.4
    
    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.
 17.5
    
    GST exclusive amountsAll amounts payable under or in connection with this document are exclusive of
GST unless indicated otherwise.




---



##### 



17.6
    
    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 debit note) for that taxable supply.
 17.7
    
    ReimbursementsWhere a supplier incurs a cost or expense for which it may be reimbursed by,
indemnified against, claim against or set-off against another party 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.
 17.8
    
    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 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).
 18.
    
    ASSIGNMENT AND AMENDMENT18.1
    
    AmendmentThis document can only be amended, supplemented, replaced or novated by
another document signed by the parties.
 18.2
    
    Restrictions on Assignment
 (a)
    
    Subject to clause 18.2(b), no party is entitled to Assign its
interest in this document without the prior written consent of the other
parties.(b)
    
    A party (Assignor)may Assign its rights and interest under
this document to a wholly-owned subsidiary (Assignee)on the conditions that:
 (i)
    
    the Assignee agrees with the other parties to reassign the interest to
the Assignor if for any reason the Assignee ceases to be a wholly owned subsidiary of the Assignor;(ii)
    
    the Assignor agrees with the parties to accept the reassignment;(iii)
    
    the Assignor enters into a deed of guarantee in a form satisfactory to the other parties (acting
reasonably) under which the Assignor guarantees the Assignees
performance of Assignors obligations under this document and
undertakes to indemnify the other parties for any Liability they or any
of their related corporations may suffer as a result of any act or
omission of the Assignee in breach of the Assignors obligations under
this document;




---



##### 



(iv)
    
    the proposed Assignee enters into a deed of covenant with the
other parties agreeing to observe and perform the Assignors obligations
under this document that the Assignee is assuming as if it was
expressly named in this document in place of the Assignee; and(v)
    
    the Assignor pays all expenses (including stamp duty) incurred by the other parties in relation to the
Assignment and any Assignment back.
 19.
    
    NOTICES19.1
    
    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.
 19.2
    
    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  on actual receipt.
 19.3
    
    Address for noticesA persons address and fax number are those set out below, or as the person
notifies the sender:
 Newcrest 1Address:
    
    Level 9, 600 St Kilda Road, Melbourne, Victoria, AustraliaFax number:
    
    +61 3 9521 3564Attention:
    
    Bernard LaveryNewcrest 2Address:
    
    Level 9, 600 St Kilda Road, Melbourne, Victoria, AustraliaFax number:
    
    +61 3 9521 3564Attention:
    
    Bernard Lavery




---



##### 



Newcrest 3Address:
    
    Level 9, 600 St Kilda Road, Melbourne, Victoria, AustraliaFax number:
    
    +61 3 9521 3564Attention:
    
    Bernard LaveryWafiAddress:
    
    Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company SecretaryMCGAddress:
    
    Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company SecretaryMELAddress:
    
    Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company Secretary
 20.
    
    GENERAL20.1
    
    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, 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.
 20.2
    
    Expenses and Stamp DutyEach party must bear its own costs arising out of the negotiation, preparation and
execution of this document and the Transaction Documents. All stamp duty (including
fines, penalties and interest) that may be payable on or in connection with the
transfer of any Participating Interest in the Joint Ventures to Farminee must be
borne by Farminee.20.3
    
    Giving effect to this documentEach party 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 party may
reasonably require to give full effect to this document.20.4
    
    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.
 20.5
    
    Operation of this document
 (a)
    
    The Transaction Documents contain the entire agreement
between the parties about their subject matter. Any previous understanding,
agreement, representation or warranty relating to that subject matter is
replaced by this document and has no further effect.(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 clauses 20.5(a) to (c), clauses 1
(Interpretation), 5.8 (Renewal of Exploration Licence 440), 6.4 (Credit for
First Gold), 11 (Default), 13 (Hidden Valley and Wafi-Golpu Royalties), 14
(Confidentiality), 17 (GST), 19 (Notices) and 20 (General) remain in full
force and continue to bind each party despite any transaction or other thing
(including the expiry or termination of this document or a party ceasing to be
a party).
 20.6
    
    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.
 20.7
    
    Time is of the essenceTime is of the essence in respect of Farminees obligations under this document.
 20.8
    
    ConsentsWhere this document contemplates that a party may agree or consent to
something (however it is described), a 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.
 20.9
    
    Inconsistencies
 (a)
    
    If this document is inconsistent with any other
Transaction Document, this document prevails to the extent of the
inconsistency.(b)
    
    If a schedule to this document is inconsistent with any
provision of this document, the provision prevails to the extent of the
inconsistency.




---



##### 



20.10
    
    CounterpartsThis document may be executed in counterparts.
 20.11
    
    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.




---



##### 



Schedule 1
 APPORTIONMENT OF STAGE 1 PURCHASE PRICE
 (Seller) (Assets)
 1.
    
    Information in respect of allowable exploration expenditure, an amount equal to 30.01%
of the balance of Allowable Exploration Expenditure at 30 June 2008.2.
    
    Information in respect of allowable capital expenditure, an amount equal to 30.01% of
the balance of Allowable Capital Expenditure.3.
    
    Information in respect of allowable capital expenditure, an amount equal to 30.01% of
the balance of Exploration Expenditure.4.
    
    In respect of stores and consumables, an amount equal to 30.01% of the book value of
those assets at 30 June 2008 to the extent that value is not included in the balance of
Exploration Expenditure, Allowable Exploration Expenditure or Allowable Capital Expenditure
in sections 1 to 3 above.5.
    
    In respect of other assets of the Seller including working capital, an amount equal
30.01% of the Sellers book value of those assets at 30 June 2008.6.
    
    In respect of the balance of the Assets, being the acquisition of Tenements including
the rights of Seller over the site or over the mineral deposits comprising the Sellers
Interest in the mining lease, ML 151, the amount remaining after deducting from the Stage 1
Purchase Price the sum of the amounts in sections 1 to 5 above.7.
    
    As agreed between Seller and Farminee as to the various categories comprising the
Assets as follows:
 (a)
    
    Information comprising:
 (i)
    
    Exploration Expenditure;(ii)
    
    Allowable Capital Expenditure; and(iii)
    
    Allowable Exploration Expenditure;
 (b)
    
    Mining Lease ML151;(c)
    
    Exploration Licences;(d)
    
    stores and consumables; and(e)
    
    all other assets comprising the Assets.




---



##### 



Schedule 2
 STAGE 2 OPERATING PROGRAM




---



##### 



Exchange Rate
    
    0.9 A$/U$
 Actual
    
    Actual
    
    Actual
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    PlanHidden Valley Expenditure Forecast
    
    Jan-08
    
    Feb-08
    
    Mar-08
    
    Apr-08
    
    May-08
    
    Jun-08
    
    Jul-08
    
    Aug-08
    
    Sep-08
    
    Oct-08
    
    Nov-08
    
    Dec-08
    
    Jan-09
    
    Feb-09
    
    Mar-09
    
    Apr-09
    
    May-09
    
    Jun-09
    
    TotalHidden Valley JV
    
    
    15,046
    
    
    
    15,225
    
    
    
    44,056
    
    
    
    23,065
    
    
    
    26,296
    
    
    
    24,971
    
    
    
    38,754
    
    
    
    37,247
    
    
    
    37,665
    
    
    
    36,748
    
    
    
    32,502
    
    
    
    34,922
    
    
    
    33,460
    
    
    
    28,313
    
    
    
    24,247
    
    
    
    15,914
    
    
    
    12,480
    
    
    
    370
    
    
    
    481,282Harmony PNG Services (Brisbane)
    
    
    287
    
    
    
    251
    
    
    
    334
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    5,371Expenditure Program Cash flow A$000
    
    
    15,332
    
    
    
    15,475
    
    
    
    44,390
    
    
    
    23,365
    
    
    
    26,596
    
    
    
    25,271
    
    
    
    39,054
    
    
    
    37,547
    
    
    
    37,965
    
    
    
    37,048
    
    
    
    32,802
    
    
    
    35,222
    
    
    
    33,760
    
    
    
    28,613
    
    
    
    24,547
    
    
    
    16,214
    
    
    
    12,780
    
    
    
    670
    
    
    
    486,653Expenditure Program Cash flow US$000
    
    
    13,799
    
    
    
    13,928
    
    
    
    39,951
    
    
    
    21,029
    
    
    
    23,937
    
    
    
    22,744
    
    
    
    35,148
    
    
    
    33,792
    
    
    
    34,169
    
    
    
    33,343
    
    
    
    29,522
    
    
    
    31,700
    
    
    
    30,384
    
    
    
    25,751
    
    
    
    22,093
    
    
    
    14,593
    
    
    
    11,502
    
    
    
    603
    
    
    
    437,987Acc. Expenditure Program Cash flow US$000
    
    
    13,799
    
    
    
    27,727
    
    
    
    67,678
    
    
    
    88,706
    
    
    
    112,643
    
    
    
    135,387
    
    
    
    35,148
    
    
    
    68,941
    
    
    
    103,110
    
    
    
    136,453
    
    
    
    165,975
    
    
    
    197,674
    
    
    
    228,059
    
    
    
    253,810
    
    
    
    275,903
    
    
    
    290,495
    
    
    
    301,997
    
    
    
    302,600
 Actual
    
    Actual
    
    Actual
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    PlanWafi Expenditure Forecast
    
    Jan-08
    
    Feb-08
    
    Mar-08
    
    Apr-08
    
    May-08
    
    Jun-08
    
    Jul-08
    
    Aug-08
    
    Sep-08
    
    Oct-08
    
    Nov-08
    
    Dec-08
    
    Jan-09
    
    Feb-09
    
    Mar-09
    
    Apr-09
    
    May-09
    
    Jun-09
    
    TotalExpenditure Program Cash flow A$000
    
    
    145
    
    
    
    133
    
    
    
    666
    
    
    
    282
    
    
    
    815
    
    
    
    1,050
    
    
    
    1,212
    
    
    
    1,398
    
    
    
    1,226
    
    
    
    998
    
    
    
    1,037
    
    
    
    515
    
    
    
    673
    
    
    
    1,415
    
    
    
    8,655
    
    
    
    1,006
    
    
    
    1,531
    
    
    
    2,035
    
    
    
    24,790Expenditure Program Cash flow US$000
    
    
    130
    
    
    
    119
    
    
    
    599
    
    
    
    254
    
    
    
    733
    
    
    
    945
    
    
    
    1,091
    
    
    
    1,259
    
    
    
    1,103
    
    
    
    898
    
    
    
    933
    
    
    
    463
    
    
    
    606
    
    
    
    1,274
    
    
    
    7,789
    
    
    
    906
    
    
    
    1,378
    
    
    
    1,831
    
    
    
    22,311Acc. Expenditure Program Cash flow US$000
    
    
    130
    
    
    
    250
    
    
    
    849
    
    
    
    1,103
    
    
    
    1,836
    
    
    
    2,781
    
    
    
    1,091
    
    
    
    2,349
    
    
    
    3,453
    
    
    
    4,350
    
    
    
    5,284
    
    
    
    5,747
    
    
    
    6,353
    
    
    
    7,626
    
    
    
    15,413
    
    
    
    16,321
    
    
    
    17,699
    
    
    
    19,530
 Actual
    
    Actual
    
    Actual
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    PlanExploration Expenditure Forecast
    
    Jan-08
    
    Feb-08
    
    Mar-08
    
    Apr-08
    
    May-08
    
    Jun-08
    
    Jul-08
    
    Aug-08
    
    Sep-08
    
    Oct-08
    
    Nov-08
    
    Dec-08
    
    Jan-09
    
    Feb-09
    
    Mar-09
    
    Apr-09
    
    May-09
    
    Jun-09
    
    TotalExpenditure Program Cash flow A$000
    
    
    1,096
    
    
    
    914
    
    
    
    1,892
    
    
    
    908
    
    
    
    1,123
    
    
    
    1,358
    
    
    
    1,673
    
    
    
    1,844
    
    
    
    1,862
    
    
    
    1,984
    
    
    
    1,986
    
    
    
    1,939
    
    
    
    1,952
    
    
    
    2,037
    
    
    
    1,941
    
    
    
    1,792
    
    
    
    1,991
    
    
    
    1,891
    
    
    
    30,181Expenditure Program Cash flow US$000
    
    
    986
    
    
    
    823
    
    
    
    1,703
    
    
    
    817
    
    
    
    1,011
    
    
    
    1,222
    
    
    
    1,505
    
    
    
    1,660
    
    
    
    1,676
    
    
    
    1,786
    
    
    
    1,787
    
    
    
    1,745
    
    
    
    1,756
    
    
    
    1,834
    
    
    
    1,747
    
    
    
    1,612
    
    
    
    1,792
    
    
    
    1,702
    
    
    
    27,163Acc. Expenditure Program Cash flow US$000
    
    
    986
    
    
    
    1,809
    
    
    
    3,512
    
    
    
    4,328
    
    
    
    5,339
    
    
    
    6,561
    
    
    
    1,505
    
    
    
    3,165
    
    
    
    4,841
    
    
    
    6,627
    
    
    
    8,414
    
    
    
    10,159
    
    
    
    11,916
    
    
    
    13,749
    
    
    
    15,496
    
    
    
    17,108
    
    
    
    18,901
    
    
    
    20,603




---



##### 



Schedule 3
 DISCLOSURE MATERIAL
 1.
    
    All information publicly available by inspecting the public records maintained by the
Registrar of Companies (PNG) and the registries of the National Court and the Supreme Court of
Papua New Guinea.2.
    
    The information contained in the Data Room as at 18 April 2008.3.
    
    MCG or Wafi has made application for grant of new exploration licences which have been
allocated the following application numbers: 1590 (Wampit), 1612 (Zenag), 1629 (Garaina), 1630
(Waria) and 1631 (Biaru).4.
    
    Applications for renewal are pending for Exploration Licence numbers 440 (Mt Wanion), 1103
(Zilani), 1105 (Mt Watut) and 1403 (Morobe Coast).




---



##### 



Schedule 4
 WARRANTIES
 Information
 1.
    
    All information contained in the Data Room was as at 18 April 2008 to the
knowledge of MCG, Wafi and MEL not misleading or false in any material respect.
 Solvency
 2.
    
    As at the date of this document and the Stage 1 Completion Date, no
Insolvency Event has occurred or is occurring, or is pending or threatened, over or in
respect of MCG, Wafi, MEL or Harmony.
 Title
 3.
    
    As at the date of this document and the Stage 1 Completion Date, none of MCG,
Wafi and MEL has granted any option or right of pre-emption in respect of any of the
Joint Venture Property for any Joint Venture to any other person and MCG, Wafi and MEL
will be able to procure the transfer of a beneficial interest in all of the Joint
Venture Property for each Joint Venture without first obtaining the consent of any
other person.4.
    
    The beneficial ownership of all of the Joint Venture Property for each Joint
Venture will on Stage 1 Completion vest in Farminee and Wafi, MCG or MEL (as the case
may be) free from any right or interest of any other person (including any
Encumbrances) save for:
 (a)
    
    the rights (if any) of the Landowners to up to a 5%
Participating interest in the Hidden Valley Joint Venture under the MOA;(b)
    
    the right of the Independent State of Papua New Guinea to
acquire up to a 30% Participating interest in the Wafi-Golpu Joint Venture and
the Exploration Portfolio Joint Venture; and(c)
    
    any Permitted Encumbrance within the meaning of paragraph
(c) or (d) of the definition of Permitted Encumbrance.
 Tenements
 5.
    
    As at the date of this document and the Stage 1 Completion Date, the
Tenements are held by MCG, Wafi and MEL legally and beneficially free from any
Encumbrances except for:
 (a)
    
    the rights (if any) of the Landowners to up to a 5%
Participating interest in the Hidden Valley Joint Venture under the MOA;(b)
    
    the right of the Independent State of Papua New Guinea to
acquire up to a 30% Participating Interest in the Wafi-Golpu Joint Venture and
the Exploration Portfolio Joint Venture; and(c)
    
    any Permitted Encumbrance within the meaning of
paragraph (c) or (d) of the definition of Permitted Encumbrance.
 6.
    
    As at the date of this document and the Stage 1 Completion Date, the
Tenements are in good standing and are in full force and effect and MCG, Wafi and MEL
are not aware of any facts, circumstances or unremedied breaches which could give rise
to the early termination of any of the Tenements, or which might adversely affect the
rights or benefits conferred by the Tenements, the renewal of any Tenement or the
application by MCG, Wafi or MEL for the grant of any Tenement. Neither MCG, Wafi nor
MEL nor any of their Affiliates have any right to, or interest in any mining title or
any other lease, licence, permit




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##### 



or other authority or tenement for mining purposes in the JV-Non Competition Area
other than the Tenements.
 Employees
 7.
    
    As at the date of this document, there is no industrial dispute affecting the
employees of MCG, Wafi or MEL.8.
    
    As at the date of this document, none of the employees of MCG, Wafi or MEL
has made a workers compensation claim that remains unresolved.9.
    
    As at the date of this document, there are no collective bargaining
agreements to which MCG, Wafi or MEL is a party with any trade union or similar
organisation and which apply to any of the employees of MCG, Wafi or MEL.
 Environment
 10.
    
    (Bond or security deposit)As at the date of this document, MCG, Wafi and MEL
have not given a bond or security deposit in favour of any Governmental Agency in
connection with any environmental authorisation which relates to any of the Joint
Ventures.11.
    
    (Third Party Claims)As at the date of this document, there is no Claim in
relation to any Tenement or the activities or omissions of MCG, Wafi or MEL in respect
of Tenement by any person alleging liability (including, without limitation, potential
liability for property damage or personal injury) arising out of, based on, or
resulting from, the presence or release into the environment of Contamination or
Pollution.
 Legislative Requirements
 12.
    
    As at the date of this document, neither MCG, Wafi nor MEL nor any of their
Affiliates have knowledge of receipt of any notice advising it that it or they (as the
case may be) have not, in connection with any Joint Venture Property, complied with
any Legal Requirement.
 Litigation
 13.
    
    As at the date of this document, MCG, Wafi and MEL have no knowledge of any
litigation, prosecution, mediation, arbitration or other proceeding in respect of any
Joint Venture Property and neither MCG, Wafi nor MEL have knowledge of any current
civil, criminal or arbitration proceedings relating in any way to any Joint Venture
Property.
 Financial statements
 14.
    
    The financial statements of MCG, Wafi and MEL for the year ended 30 June 2007
comply with Papua New Guinea generally accepted accounting practice and give a true
and fair view of the matters to which they relate.




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Schedule 5
 MAP OF JV-NON COMPETITION AREA




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##### 



Schedule 6
 HARMONY EXPENDITURE PRINCIPLES
  1.
    
    Harmony Expenditure must be expressed in US dollars, and,
where applicable conversions from other currencies must be calculated using
the monthly average of the exchange rate used by MCG, Wafi or MEL (being mid
rates quoted either by Westpac or on the Reuters monitor system and used
consistently for that purpose for the month).2.
    
    In respect of operating expenditure, office and other
overhead costs outside Papua New Guinea are only to be included as Harmony
Expenditure to the extent provided in the Operating Program.3.
    
    Harmony Expenditure includes amounts which are accrued by
Wafi, MCG and MEL in respect of the Hidden Valley Project, Wafi-Golpu Project
and the Exploration Portfolio Project from 1 January 2008 to Stage 1
Completion (but excludes amounts which are accrued prior to 1 January 2008 but
paid by Wafi, MCG or MEL after 1 January 2008).4.
    
    Harmony Expenditure Includes prepayments made in the ordinary
course of business in accordance with usual practice by MCG or Wafi in respect
of the Hidden Valley Project, Wafi Golpu Project and the Exploration Portfolio
Project prior to 1 January 2008 but only to the extent to which the prepayment
relates to the period between 1 January 2008 and Stage 1 Completion.5
    
    Harmony Expenditure includes prepayments made in the ordinary course of
business in accordance with usual practice by MCG, Wafi and MEL in respect
of the Hidden Valley Project, Wafi Golpu Project and the Exploration
Portfolio Project from 1 January 2008 to Stage 1 Completion in respect of
periods after Stage 1 Completion.6.
    
    Harmony Expenditure to include Employee entitlements
which accrue between 1 January 2008 and Stage 1 Completion.For the purposes of section 6 above, Employee means any employee of Wafi,
MCG, MEL or any of their related corporations at the date of this document
and who is to be employed by any of the Operators.




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




---



##### 



Annexure A
 PARENT COMPANY GUARANTEE




---



##### 



Deed of Parent Company
Guarantee
 Newcrest Mining Limited
 Wafi Mining Limited
 Morobe Consolidated Goldfields Limited
 Morobe Exploration Limited
  
 Reference




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##### 



Contents
 1.
    
    
    INTERPRETATION
    
    
    11.1
    
    
    Definitions
    
    
    11.2
    
    
    Rules for interpreting this document
    
    
    31.3
    
    
    Business Days
    
    
    41.4
    
    
    Multiple parties
    
    
    41.5
    
    
    The rule about contra proferentem
    
    
    52.
    
    
    GUARANTEE
    
    
    52.1
    
    
    Obligations guaranteed
    
    
    52.2
    
    
    Consequences if a Subsidiary defaults
    
    
    52.3
    
    
    Cap on Newcrests Liability
    
    
    52.4
    
    
    Time limits for bringing Claims
    
    
    63.
    
    
    OBLIGATIONS OF NEWCREST
    
    
    63.1
    
    
    Continuity
    
    
    63.2
    
    
    Nature of obligations and enforcement
    
    
    63.3
    
    
    Preservation of Newcrests obligations
    
    
    64.
    
    
    NEWCREST WAIVES RIGHTS
    
    
    84.1
    
    
    Limitations on Newcrests rights
    
    
    84.2
    
    
    No marshalling
    
    
    84.3
    
    
    Creditor not liable
    
    
    85.
    
    
    EFFECT OF INSOLVENCY EVENT
    
    
    85.1
    
    
    Authority to prove
    
    
    85.2
    
    
    Payments in winding up
    
    
    95.3
    
    
    Repayment by MCG, Wafi or MEL in winding up
    
    
    95.4
    
    
    Release can be re-opened
    
    
    96.
    
    
    INDEMNITY BY NEWCREST
    
    
    96.1
    
    
    Indemnity
    
    
    96.2
    
    
    Application of the indemnity
    
    
    107.
    
    
    CURRENCY INDEMNITY
    
    
    108.
    
    
    RELEASE
    
    
    108.1
    
    
    No release except as permitted
    
    
    108.2
    
    
    Release of Newcrest by MCG, Wafi and MEL
    
    
    109.
    
    
    RECOVERY OF GST
    
    
    1010.
    
    
    NOTICES
    
    
    1110.1
    
    
    How to give a notice
    
    
    1110.2
    
    
    When a notice is given
    
    
    1110.3
    
    
    Address for notices
    
    
    12




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##### 



11.
    
    
    AMENDMENT AND ASSIGNMENT
    
    
    1211.1
    
    
    Amendment
    
    
    1211.2
    
    
    Restrictions on Assignment
    
    
    1212.
    
    
    GENERAL
    
    
    1212.1
    
    
    Governing law
    
    
    1212.2
    
    
    Liability for expenses
    
    
    1312.3
    
    
    Giving effect to this document
    
    
    1312.4
    
    
    Waiver of rights
    
    
    1312.5
    
    
    Operation of this document
    
    
    1312.6
    
    
    Operation of Indemnities
    
    
    1312.7
    
    
    Consents
    
    
    1312.8
    
    
    Counterparts
    
    
    13




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##### 



Deed of Parent Company Guarantee
 DATE
 PARTIES
 Newcrest Mining LimitedABN 20 005 683 625 a company registered in Victoria,
the registered office of which is Level 9, 600 St Kilda Road, Melbourne,
Victoria, Australia (Newcrest)Wafi Mining Limiteda company incorporated in PNG, the registered office of
which is Level 4, Mogoru Moto Building, Champion Parade, Port Moresby, PNG
(Wafi)Morobe Consolidated Goldfields Limiteda company incorporated in PNG, the
registered office of which is Level 4, Mogoru Moto Building, Champion Parade,
Port Moresby, PNG (MCG)Morobe Exploration Limiteda company incorporated in PNG, the registered
office of which is Level 4, Mogoru Moto Building, Champion Parade, Port
Moresby, PNG (MEL)
 RECITALS
 A.
    
    Newcrest is the ultimate holding company of each Subsidiary.B.
    
    MCG, Wafi, MEL and Newcrest wish MCG, Wafi and MEL and each Subsidiary to
enter
into the Master Purchase and Farmin Agreement to record the terms under which the
Subsidiaries will acquire (through a combination of purchase and farmin) a
Participating
Interest in the Joint Ventures from MCG, Wafi and MEL.C.
    
    Newcrest wishes each Subsidiary to enter into the Master Purchase and Farmin
Agreement and MCG, Wafi and MEL consent to this arrangement on the condition that
Newcrest guarantees the performance of each of the Subsidiaries under the Master
Purchase and Farmin Agreement.D.
    
    Newcrest is prepared to guarantee the obligations of the Subsidiaries in
connection with
the Master Purchase and Farmin Agreement for the benefit of MCG, Wafi and MEL in
accordance with the terms of this document.
 OPERATIVE PROVISIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsThe following definitions apply in this document.Assignmeans to sell, transfer, assign or make a gift of, lease, license or part
with possession of, create an Encumbrance, declare a trust over or otherwise
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.Business Daymeans:




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##### 



(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.
 Claimmeans, in relation to a person, any claim, cause of action, proceeding, suit
or demand made against the person concerned however arising in respect of or in
connection with this document and whether it is present or future, fixed or
unascertained, actual or contingent.Companies Actmeans the Companies Act 1997.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.Exploration Portfolio Joint Venturemeans the unincorporated joint venture
constituted by the Exploration Portfolio JVA.Exploration Portfolio JVAmeans the joint venture agreement entered into or to be
entered into between MCG, Wafi, MEL and Newcrest PNG 3 Limited with respect to the
Exploration Portfolio Joint Venture on or about the date of this document.Exploration Portfolio Projectmeans the Joint Venture Property as defined in
the Exploration Portfolio JVA.Farmin Completion Datemeans the date on which the Master Purchase and Farmin
Agreement expires or is terminated.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.Guaranteed Moneymeans all amounts that are payable by the Subsidiaries to MCG,
Wafi or MEL or all of them, under the terms of the Master Purchase and Farmin
Agreement but in no event is the amount, at any time, to exceed the limitations on
Liability under clause 2.3.Guaranteed Obligationsmeans the obligations of the Subsidiaries to pay the
Guaranteed Money and all their other obligations to either MCG, Wafi or MEL or all
of them, (monetary or non-monetary, present or future, actual or contingent) under
the Master Purchase and Farmin Agreement, however arising but in no event is the
Liability, at any time, to exceed the limitations on Liability under clause 2.3.Hidden Valley Joint Venturemeans the unincorporated joint venture constituted by
the Hidden Valley JVA.Hidden Valley JVAmeans the joint venture agreement entered into or to be entered
into between MCG and Newcrest PNG 1 Limited with respect to the Hidden Valley Joint
Venture on or about the date of this document.




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##### 



Hidden Valley Projectmeans the Joint Venture Property as defined in the Hidden
Valley JVA.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, dying, 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.Joint Venturemeans each of the Hidden Valley Joint Venture, the Wafi-Golpu
Joint Venture and the Exploration Portfolio Joint Venture.JVAmeans each of the Hidden Valley JVA, the Exploration Portfolio JVA and the
Wafi-Golpu JVA each dated on or about the date of this documentLiabilitymeans any 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 Purchase and Farmin Agreementmeans the agreement described in Recital B
entered into between MCG, Wafi and the Subsidiaries on or about the date of this
documentParticipating Interestwith respect to each Joint Venture, has the same meaning as
given to that term in the relevant JVA.PNGmeans Papua New Guinea.Projectmeans each of the Hidden Valley Project, the Exploration Portfolio Project
and the Wafi-Golpu Project.Stage 1 Completionhas the same meaning in this document as given to that term in
the Master Purchase and Farmin Agreement.Stage 1 Purchase Pricehas the same meaning in this document as given to that term
in the Master Purchase and Farmin Agreement.Stage 2 Expenditurehas the same meaning in this document as given to that term in
the Master Purchase and Farmin Agreement.Subsidiarymeans each of Newcrest PNG 1 Limited, Newcrest PNG 2 Limited and
Newcrest PNG 3 Limited.Wafi-Golpu Joint Venturemeans the unincorporated joint venture constituted by
the Wafi-Golpu JVA.Wafi-Golpu JVAmeans the joint venture agreement entered into or to be entered into
between Wafi and Newcrest PNG 2 Limited with respect to the Wafi-Golpu Joint
Venture on or about the date of this document.Wafi-Golpu Projectmeans the Joint Venture Property as defined in the Wafi-Golpu JVA.
 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.




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##### 



(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 (including this document) or
agreement, or a provision of a document (including this 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 or agreement 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)
    
    dollars or $ is to currency of the United States of
America.
 (b)
    
    A singular word includes the plural, and vice versa.(c)
    
    A word which suggests one gender includes the other genders.(d)
    
    If a word or phrase 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 word agreementincludes an undertaking or other binding
arrangement or understanding, whether or not in writing.(g)
    
    The words holding companyand related corporationhave the
same meanings
as in the Companies Act.
 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.
 1.4
    
    Multiple partiesIf a party to this document is made up of more than one person, or a term is used
in this document to refer to more than one party:
 (a)
    
    an obligation of those persons is joint and several;(b)
    
    a right of those persons is held by each of them severally; and(c)
    
    any other reference to that party or term is a reference to
each of those persons
separately, so that (for example) a representation, warranty or undertaking
is given by each of them separately.




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##### 



1.5
    
    The rule about contra proferentemThis document is not to be interpreted against the interests of a party merely
because that party proposed this document or some provision of it or because that
party relies on a provision of this document to protect itself.
 2.
    
    GUARANTEE
 2.1
    
    Obligations guaranteedNewcrest guarantees to MCG, Wafi and MEL the due and punctual:
 (a)
    
    payment by the Subsidiaries of the Guaranteed Money; and(b)
    
    performance by the Subsidiaries of the Guaranteed Obligations.
 2.2
    
    Consequences if a Subsidiary defaultsNewcrest covenants with MCG, Wafi and MEL that:
 (a)
    
    if any Subsidiary defaults in the due and punctual payment of
any Guaranteed Money, Newcrest must pay that money on demand to MCG, Wafi or MEL or to all
of them, as that money is required to be paid by the applicable Subsidiary
in accordance with the Master Purchase and Farmin Agreement;(b)
    
    if any Subsidiary defaults in the due and punctual payment of
any Guaranteed
Obligation, subject to clause 2.3, Newcrest:
 (i)
    
    must procure:
 (A)
    
    the immediate payment of the Guaranteed Money; and(B)
    
    the due and punctual
performance of the other Guaranteed
Obligations;
 (ii)
    
    must indemnify MCG, Wafi and MEL against
all Liabilities (including legal expenses on a full indemnity basis)
that MCG, Wafi and MEL incurs (directly or indirectly) as a result of
that default; and(iii)
    
    must pay the amount of the
Liabilities referred to in clause 2.2(b) on demand to, or as
directed by, MCG, Wafi and MEL.
 2.3
    
    Cap on Newcrests Liability
 (a)
    
    The Liability of Newcrest under or in connection with this
document is limited to the
amount equal to the difference between:
 (i)
    
    the total of the Stage 1 Purchase Price
plus the amount required to be contributed by the Subsidiaries as Stage
2 Expenditure; and(ii)
    
    the total of the Stage 1 Purchase Price
actually paid by the Subsidiaries to MCG, Wafi and MEL under clause 5
of the Master Purchase and Farmin Agreement plus the amount actually
contributed by the Subsidiaries as Stage 2 Expenditure under clause 6
of the Master Purchase and Farmin Agreement,
 as at the date on which notice of the Claim is received by Newcrest.
 (b)
    
    This clause 2.3 operates to the fullest extent permitted by law.




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##### 



2.4
    
    Time limits for bringing ClaimsNeither MCG, Wafi nor MEL can make any Claim under or in connection with this
document and the Liability of Newcrest for such a Claim is absolutely barred,
unless within 3 months immediately following the Farmin Completion Date, MCG, Wafi
or MEL gives to Newcrest notice of the Claim under this document specifying in
detail the matter which gives rise to the Liability, the nature of the Liability,
the amount Claimed, and how the amount is calculated.
 3.
    
    OBLIGATIONS OF NEWCREST
 3.1
    
    ContinuityThis document is a continuing security, and unless and until this document is
released in accordance with clause 8, this document remains in full force until the
Guaranteed Obligations have been irrevocably paid and performed in full despite any
transaction or other thing (including a settlement of account or intervening
payment).
 3.2
    
    Nature of obligations and enforcementNewcrests obligations in this document:
 (a)
    
    are principal obligations, and not ancillary or
collateral to any other right or
obligation; and(b)
    
    may be enforced against Newcrest without MCG, Wafi or MEL
first being required
to:
 (i)
    
    exhaust any remedy it may have against a Subsidiary; or(ii)
    
    enforce any security it may hold relating to the Guaranteed
Obligations.
 3.3
    
    Preservation of Newcrests obligations
 (a)
    
    Newcrests obligations in this document are absolute,
unconditional, and subject to
clause 8, irrevocable.(b)
    
    The Liability of Newcrest under this document extends to and
is not affected by
any circumstance, act or omission which, but for this clause 3.3, might
otherwise
affect it at law or in equity including:
 (i)
    
    the grant of any time, waiver or other indulgence or concession;(ii)
    
    the discharge or release of a Subsidiary, Newcrest or any other
person;(iii)
    
    any transaction or arrangement that may
take place between MCG, Wafi and MEL and any Subsidiary, Newcrest or
any other person;(iv)
    
    the occurrence of an Insolvency Event
in relation to any Subsidiary, Newcrest or any other person;(v)
    
    MCG, Wafi, MEL or any other person
dealing or not dealing in any way with any other guarantee, security,
document or agreement;(vi)
    
    MCG, Wafi, MEL or any other person:
 (A)
    
    exercising or not
exercising any other guarantee or security or any right or
remedy conferred on it by law or in equity or by any document
or agreement; or




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(B)
    
    not recovering any money owing by the Subsidiary;
 (vii)
    
    any variation (including a variation
which increases, or extends the duration of, the Guaranteed Money or
the Guaranteed Obligations), replacement, extinguishment,
unenforceability, failure, loss, abandonment or transfer of any
document or agreement relating to the Guaranteed Obligations (including
this document, the Master Purchase and Farmin Agreement and any other
guarantee or security held by either MCG, Wafi or MEL from any person
at any time);(viii)
    
    the Guaranteed Obligations or the obligations of Newcrest or any
other person under this document or any other document or agreement
relating to the Guaranteed Obligations or this document (including any
other guarantee or security) being or becoming illegal, void, voidable,
unenforceable or disclaimed by a liquidator or trustee for creditors or
in bankruptcy;(ix)
    
    MCG, Wafi or MEL not giving Newcrest
notice of any default by a Subsidiary or any other person;(x)
    
    MCG, Wafi or MEL not disclosing any information to Newcrest;(xi)
    
    any representation made or information
given by either MCG, Wafi or MEL to Newcrest;(xii)
    
    any change in the legal capacity, rights or obligations of, or
other
circumstance related to, a Subsidiary, Newcrest or any other person;(xiii)
    
    any legal limitation, disability, incapacity or other
circumstance related to a Subsidiary, Newcrest or any other person;(xiv)
    
    any invalidity or irregularity in the
execution of this document or any deficiency in the powers of a
Subsidiary or Newcrest;(xv)
    
    any Assignment by MCG, Wafi or MEL, with
or without the knowledge of the relevant Subsidiary or Newcrest;(xvi)
    
    any obligation of a Subsidiary being discharged by operation of
law;(xvii)
    
    any person who was intended to be bound as a guarantor or surety
in
relation to the Guaranteed Obligations not becoming bound or ceasing
to be bound;(xviii)
    
    any laches, acquiescence, delay, act, omission or mistake on the
part of, or suffered by MCG, Wafi, MEL or any other person, in relation
to this document or any other guarantee, security, document or
agreement;(xix)
    
    the receipt by either MCG, Wafi, MEL or
any other person of any dividend or money after an Insolvency Event in
relation to a Subsidiary, Newcrest or any other person;(xx)
    
    any judgment or right which MCG, Wafi
or MEL may have or exercise against any Subsidiary, Newcrest or
any other person;(xxi)
    
    the amendment of the constitution,
trust deed or other constituent document of any Subsidiary or
Newcrest;(xxii)
    
    if a Subsidiary or Newcrest is a member of a partnership, firm,
joint
venture or association, any change in the structure, membership,
name or business of that partnership, firm, joint venture or
association; or




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(xxiii)
    
    if a Subsidiary or Newcrest is a trustee of a trust, any breach
or variation of the terms of that trust.
 4.
    
    NEWCREST WAIVES RIGHTS4.1
    
    Limitations on Newcrests rightsUntil the Guaranteed Obligations have been irrevocably paid and performed in
full, Newcrest may not:
 (a)
    
    share in any guarantee, security or money received or
receivable by MCG, Wafi or
MEL in relation to the Guaranteed Obligations, or stand in the place of MCG,
 Wafi
or MEL in relation to any guarantee, security or right to receive money;(b)
    
    take any steps to enforce a right or claim against the
Subsidiary relating to any
money paid by Newcrest to MCG, Wafi or MEL under this document;(c)
    
    have or exercise any rights as surety in competition with MCG,  Wafi or MEL;(d)
    
    receive, claim or have the benefit of any payment (including
a payment under a
guarantee), distribution or security from or on account of the Subsidiary or
any
other person;(e)
    
    in reduction of its liability under this document, raise a
defence, set off or
counterclaim available to itself, a Subsidiary or a co-surety or
co-indemnifier
against MCG, Wafi or MEL or claim a set off or make a counterclaim against
MCG,
Wafi or MEL; or(f)
    
    claim to be entitled by way of contribution, indemnity,
subrogation, marshalling or
otherwise to the benefit of any agreement or document to which MCG, Wafi or
MEL is a party.
 4.2
    
    No marshallingNone of MCG, Wafi or MEL is under any obligation to marshal or appropriate in
favour of Newcrest or to exercise, apply, perfect or recover any security that MCG,
Wafi or MEL holds at any time or any funds or property that MCG, Wafi or MEL may be
entitled to receive or have a claim on.4.3
    
    Creditor not liableNone of MCG, Wafi or MEL is liable for any loss suffered by Newcrest as a
direct or indirect result of:
 (a)
    
    MCG, Wafi or MELs exercise or attempted exercise of, or
failure to exercise, any
of its rights contained in this document; or(b)
    
    any release or dealing with any other guarantee or
security (including any
prejudice to or loss of Newcrests rights of subrogation).
 5.
    
    EFFECT OF INSOLVENCY EVENT5.1
    
    Authority to proveIf a Subsidiary is wound up, then until the Guaranteed Obligations have been
irrevocably paid and performed in full, Newcrest irrevocably authorises MCG, Wafi
and MEL (who are not obliged to do this) to:




---



##### 



(a)
    
    prove for all money that Newcrest has paid under this document; and(b)
    
    retain and carry to a suspense account and appropriate at
MCG, Wafi and MELs
discretion any dividends and other money received in relation to the Guaranteed
Money.
 5.2
    
    Payments in winding upIf an Insolvency Event has occurred in relation to a Subsidiary or Newcrest, any
amount paid by the Subsidiary or Newcrest (as the case may be) within the preceding
six months (relevant payment) will only be applied against any Guaranteed
Obligations if:
 (a)
    
    MCG, Wafi or MEL forms the opinion in good faith (which will
be conclusively
binding on Newcrest) that it will not be required to pay the relevant
payment to any
person under any law relating to bankruptcy, winding up or the protection of
creditors; or(b)
    
    a final judgment is given by a court of competent
jurisdiction in favour of MCG,
Wafi, MEL or any of them that it is not required to pay the relevant payment to any
person under any law relating to bankruptcy, winding up or the protection of
creditors.
 5.3
    
    Repayment by MCG, Wafi or MEL in winding upif an amount is applied against any Guaranteed Obligations and MCG, Wafi or MEL
forms the opinion in good faith that it is obliged to pay the relevant payment to
any person under any law relating to bankruptcy, winding up or the protection of
creditors:
 (a)
    
    MCG, Wafi or MELs rights are to be reinstated and will be
the same in relation to
that amount as if the application, or the payment or transaction giving rise
to it, had
not been made; and(b)
    
    Newcrest must immediately do anything (including the signing
of documents)
reasonably required by MCG, Wafi or MEL to restore to MCG, Wafi or MEL as the
case may be, any guarantee or security to which it was entitled immediately before
that application or the payment or transaction giving rise to it.
 5.4
    
    Release can be re-openedAny discharge or release between MCG, Wafi or MEL and Newcrest is subject
to reinstatement of MCG, Wafi and MELs rights under this subclause.6.
    
    INDEMNITY BY NEWCREST6.1
    
    IndemnityNewcrest unconditionally indemnifies MCG, Wafi and MEL jointly and severally
against, and must pay MCG, Wafi and MEL on demand the amount of, any Liability that
MCG, Wafi or MEL or all of them, as the case may be, may suffer or incur because:
 (a)
    
    the Guaranteed Obligations are unenforceable; or(b)
    
    the Guaranteed Money (or any money which, if recoverable,
would have formed
part of the Guaranteed Money) is or may not be recoverable from a Subsidiary
or
is repaid or restored after it has been recovered.




---



##### 



6.2
    
    Application of the indemnityThe indemnity in clause 6.1 extends to any money that is not recoverable:
 (a)
    
    because of any legal limitation, disability or incapacity of
or affecting a Subsidiary or any other person;(b)
    
    because any transaction relating to that money was void,
illegal, voidable unenforceable;(c)
    
    whether or not MCG, Wafi or MEL knew or should have known any
of the relevant matters or facts; and(d)
    
    because of any fact or circumstance.
 7.
    
    CURRENCY INDEMNITYIf, for any reason (including as a result of a judgment or order), an amount
payable by Newcrest under or in respect of this document (Relevant Amount) is
received by MCG, Wafi or MEL or all of them, 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 Newcrest, as an independent obligation, must
indemnify MCG, Wafi and MEL against, and must pay MCG, Wafi and MEL on demand the
amount of, any shortfall between:
 (a)
    
    the amount of Required Currency which MCG, Wafi or MEL, or all of them receives on converting the amount it or they received in the Payment Currency into an
amount in the Required Currency in accordance with its or their usual practice; and(b)
    
    the relevant amount in the Required Currency.
 8.
    
    RELEASE8.1
    
    No release except as permittedThis document may not be released except as expressly permitted by this document.8.2
    
    Release of Newcrest by MCG, Wafi and
MEL
 (a)
    
    On:
 (i)
    
    payment of all money due and payable by each
Subsidiary in accordance with the terms of clause 5 of the Master
Purchase and Farmin Agreement; and(ii)
    
    satisfaction by the Subsidiaries of
their obligations in accordance with the terms of clause 6 the Master
Purchase and Farmin Agreement,
 Newcrest will be released from all Liability whatever under this document.9.
    
    RECOVERY OF GST
 (a)
    
    Unless otherwise indicated all amounts referred to in
this document are exclusive of GST.




---



##### 



(b)
    
    If MCG, Wafi or MEL makes a taxable supply under or in
connection with this
document for consideration that is exclusive of GST, Newcrest must:
 (i)
    
    pay to MCG, Wafi, MEL or all of them an amount equal to any GST
for which MCG, Wafi, MEL or all of them is liable in relation to that supply; and(ii)
    
    make that payment as and when the
consideration or part of it must be paid or provided.
 (c)
    
    If requested by Newcrest, MCG, Wafi or MEL, as the case may
be, must issue a tax invoice for a taxable supply to the person to whom it made the supply.(d)
    
    Newcrests obligation to reimburse MCG, Wafi or MEL, as the
case may be, for an
amount paid or payable to a third party (including an obligation to pay MCG,
Wafi
or MELs reasonable legal costs) includes GST on the amount paid or payable
to
the third party except to the extent that each of MCG, Wafi and MEL is
entitled to a
deduction of input tax for that GST.
 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:
 MCG
Address: 
Fax number: 
Attention:
    
    Level
2,189 Coronation Drive, Milton, Brisbane, Queensland, Australia
+61 7 3320 3740
Company SecretaryWafi
Address: 
Fax number:
Attention:
    
    Level
2,189 Coronation Drive, Milton, Brisbane, Queensland, Australia
+61 7 3320 3740
Company SecretaryMEL
Address: 
Fax number:
Attention:
    
    Level
2,189 Coronation Drive, Milton, Brisbane, Queensland, Australia
+61 7 3320 3740
Company SecretaryNewcrest
Address: 
Fax number:
Attention:
    
    Level
9,600 St Kilda Road, Melbourne, Victoria, Australia
+61 3 9521 3564
Bernard Lavery
 11.
    
    AMENDMENT AND ASSIGNMENT11.1
    
    AmendmentThis document can be amended, supplemented, replaced or novated by another document
executed by Newcrest and MCG and Wafi.
 11.2
    
    Restrictions on Assignment
 (a)
    
    Subject to clause 11.2(b), no party is entitled to Assign its
interest in this document
without the prior written consent of the other parties.(b)
    
    MCG, Wafi or MEL or all of them (Assignor)may Assign its
rights and interest
under this document to a wholly-owned subsidiary to whom it has Assigned its
rights and interests under the Master Purchase and Farmin Agreement
(Assignee)
by notice to Newcrest on the conditions that:
 (i)
    
    the Assignee agrees with the other
parties to reassign the interest to the Assignor if for any reason the
Assignee ceases to be a wholly owned subsidiary of the Assignor; and(ii)
    
    the Assignor agrees with the parties to accept the reassignment.
 12.
    
    GENERAL12.1
    
    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, 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.
 12.2
    
    Liability for expensesEach party must pay its own expenses incurred in negotiating, executing, stamping
and registering this document.
 12.3
    
    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.
 12.4
    
    Waiver of rightsA right may only be waived in writing, signed by any of MCG, Wafi or MEL and:
 (a)
    
    no other conduct of MCG, Wafi or MEL or any related
corporation (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.
 12.5
    
    Operation of this documentAny 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.
 12.6
    
    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.
 12.7
    
    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.
 12.8
    
    CounterpartsThis document may be executed in counterparts.




---



##### 



EXECUTED




---



##### 



Annexure B
 DETAILED STAGE 2 OPERATING PROGRAM




---



##### 



Confidential




---



##### 



Confidential
  Actual
    
    Actual
    
    Actual
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    PlanHidden Valley Project Capital
    
    
    
    
    
    Jan-08
    
    Feb-08
    
    Mar-08
    
    Apr-08
    
    May-08
    
    Jun-08
    
    Jul-08
    
    Aug-08
    
    Sep-08
    
    Oct-08
    
    Nov-08
    
    Dec-08
    
    Jan-09
    
    Feb-09
    
    Mar-09
    
    Apr-09
    
    May-09
    
    Jun-09Earthworks
    
    
    A$000
    
    
    
    2,657
    
    
    
    1,264
    
    
    
    1,236
    
    
    
    1,454
    
    
    
    1,350
    
    
    
    1,250
    
    
    
    1,559
    
    
    
    1,217
    
    
    
    1,193
    
    
    
    1,415
    
    
    
    1,343
    
    
    
    1,368
    
    
    
    1,648
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,399
    )Owners Supply and Equipment
    
    
    A$000
    
    
    
    1,386
    
    
    
    2,832
    
    
    
    4,435
    
    
    
    6,443
    
    
    
    8,235
    
    
    
    4,081
    
    
    
    10,657
    
    
    
    10,102
    
    
    
    10,815
    
    
    
    7,398
    
    
    
    5,750
    
    
    
    5,284
    
    
    
    4,050
    
    
    
    3,000
    
    
    
    1,085
    
    
    
    2,000
    
    
    
    2,000
    
    
    
    402Plantwide Civil Works
    
    
    A$000
    
    
    
    
    
    
    
    750
    
    
    
    254
    
    
    
    1,986
    
    
    
    2,768
    
    
    
    4,375
    
    
    
    8,265
    
    
    
    5,000
    
    
    
    4,250
    
    
    
    2,500
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Process Plant
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    1,283
    
    
    
    1,925
    
    
    
    2,281
    
    
    
    4,287
    
    
    
    4,355
    
    
    
    5,959
    
    
    
    6,172
    
    
    
    5,265
    
    
    
    3,924
    
    
    
    2,290
    
    
    
    1,225
    
    
    
    Overland Conveyor
    
    
    A$000
    
    
    
    21
    
    
    
    84
    
    
    
    (109
    )
    
    
    558
    
    
    
    558
    
    
    
    1,116
    
    
    
    2,612
    
    
    
    2,621
    
    
    
    2,621
    
    
    
    2,621
    
    
    
    2,446
    
    
    
    3,145
    
    
    
    3,145
    
    
    
    2,097
    
    
    
    2,097
    
    
    
    1,922
    
    
    
    1,838
    
    
    
    Infrastructure and Services
    
    
    A$000
    
    
    
    1,754
    
    
    
    1,421
    
    
    
    2,359
    
    
    
    2,250
    
    
    
    2,732
    
    
    
    2,596
    
    
    
    3,171
    
    
    
    3,071
    
    
    
    2,360
    
    
    
    2,010
    
    
    
    3,340
    
    
    
    3,340
    
    
    
    3,021
    
    
    
    2,823
    
    
    
    2,140
    
    
    
    2,140
    
    
    
    1,155
    
    
    
    140Mining Pre-production Labour and Expenses
    
    
    A$000
    
    
    
    1,431
    
    
    
    1,268
    
    
    
    1,724
    
    
    
    1,596
    
    
    
    1,513
    
    
    
    1,526
    
    
    
    1,628
    
    
    
    1,773
    
    
    
    2,250
    
    
    
    3,089
    
    
    
    1,946
    
    
    
    2,398
    
    
    
    2,629
    
    
    
    2,805
    
    
    
    2,501
    
    
    
    
    
    
    
    
    
    
    
    Mining Pre-Strip (Excluding Mining Fleet)
    
    
    A$000
    
    
    
    2,049
    
    
    
    1,969
    
    
    
    3,056
    
    
    
    3,114
    
    
    
    3,874
    
    
    
    4,319
    
    
    
    6,467
    
    
    
    6,607
    
    
    
    6,811
    
    
    
    6,880
    
    
    
    7,218
    
    
    
    7,621
    
    
    
    7,801
    
    
    
    7,973
    
    
    
    8,169
    
    
    
    
    
    
    
    
    
    
    
    Mining Capital Other
    
    
    A$000
    
    
    
    903
    
    
    
    247
    
    
    
    595
    
    
    
    414
    
    
    
    340
    
    
    
    191
    
    
    
    413
    
    
    
    62
    
    
    
    395
    
    
    
    1,646
    
    
    
    
    
    
    
    (197
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    EPCM
    
    
    A$000
    
    
    
    2,147
    
    
    
    3,987
    
    
    
    1,000
    
    
    
    1,800
    
    
    
    1,476
    
    
    
    1,559
    
    
    
    1,599
    
    
    
    1,600
    
    
    
    1,600
    
    
    
    1,600
    
    
    
    1,600
    
    
    
    1,600
    
    
    
    1,500
    
    
    
    950
    
    
    
    970
    
    
    
    1,000
    
    
    
    800
    
    
    
    700Owners Costs
    
    
    A$000
    
    
    
    199
    
    
    
    162
    
    
    
    175
    
    
    
    185
    
    
    
    185
    
    
    
    190
    
    
    
    287
    
    
    
    435
    
    
    
    432
    
    
    
    420
    
    
    
    595
    
    
    
    595
    
    
    
    585
    
    
    
    490
    
    
    
    470
    
    
    
    390
    
    
    
    370
    
    
    
    369Contingency
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    1,700
    
    
    
    977
    
    
    
    
    
    
    
    Royalty Buy-out: Rio Tinto
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    28,125Minining Equipment  Capital -Lease
    
    
    A$000
    
    
    
    1,738
    
    
    
    378
    
    
    
    868
    
    
    
    593
    
    
    
    596
    
    
    
    600
    
    
    
    603
    
    
    
    607
    
    
    
    610
    
    
    
    613
    
    
    
    617
    
    
    
    620
    
    
    
    624
    
    
    
    627
    
    
    
    631
    
    
    
    634
    
    
    
    638
    
    
    
    641Minining Equipment  Capital -Equity
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mining Equipment  Interest + Fees
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210
    
    
    
    208
    
    
    
    205
    
    
    
    203
    
    
    
    200
    
    
    
    197
    
    
    
    195
    
    
    
    192
    
    
    
    189
    
    
    
    187
    
    
    
    184
    
    
    
    181
    
    
    
    
    
    
    
    
    
    
    
    Fleet Insurance
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40
    
    
    
    40Exploration
    
    
    A$000
    
    
    
    540
    
    
    
    860
    
    
    
    118
    
    
    
    500
    
    
    
    500
    
    
    
    500Total
    
    
    A$000
    
    
    
    14,823
    
    
    
    15,002
    
    
    
    43,834
    
    
    
    22,843
    
    
    
    26,074
    
    
    
    24,749
    
    
    
    36,487
    
    
    
    36,980
    
    
    
    37,355
    
    
    
    38,414
    
    
    
    32,143
    
    
    
    34,562
    
    
    
    33,101
    
    
    
    27,953
    
    
    
    23,868
    
    
    
    11,393
    
    
    
    8,084
    
    
    
    (4,107
    )




---



##### 



Confidential
  Actual
    
    Actual
    
    Actual
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    Plan
    
    PlanMining Cost Summary
    
    
    
    
    
    Jan-08
    
    Feb-08
    
    Mar-08
    
    Apr-08
    
    May-08
    
    Jun-08
    
    Jul-08
    
    Aug-08
    
    Sep-08
    
    Oct-08
    
    Nov-08
    
    Dec-08
    
    Jan-09
    
    Feb-09
    
    Mar-09
    
    Apr-09
    
    May-09
    
    Jun-09Detailed Budget Costs
    
    
    A$000Forecast mining costs
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,377
    
    
    
    7,377
    
    
    
    7,377Maintenance Variable
    
    
    A$000Hourly Hire
    
    
    A$000Fuel
    
    
    A$000Tyre
    
    
    A$000Ground Engaging Tools
    
    
    A$000Lubricants
    
    
    A$000Explosive Consumables
    
    
    A$000Operating Personnel
    
    
    A$000Mobilisation and Demobilisation
    
    
    A$000Overheads(incl. mine admin, maint admin, tech serv, grade control)
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    774
    
    
    
    785
    
    
    
    768Dewatering
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    26
    
    
    
    25Stockpile rehandle
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    110
    
    
    
    112Total
    
    
    A$000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,286
    
    
    
    8,277
    
    
    
    8,282




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##### 



Hidden Valley Project
    
    Confidential




---



##### 



Hidden Valley Project
    
    Confidential




---



##### 



Hidden Valley Project
    
    Confidential




---



##### 








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#####