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




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Contents
 RECITALS
    
    
    
    
    41.
    
    INTERPRETATION
    
    
    51.1
    
    Definitions
    
    
    51.2
    
    Joint Venture Agreement definitions apply
    
    
    61.3
    
    Rules for interpreting this document
    
    
    62.
    
    CO-OPERATION
    
    
    62.1
    
    General
    
    
    62.2
    
    Shared Rights
    
    
    62.3
    
    Proposal to share
    
    
    72.4
    
    Meeting
    
    
    72.5
    
    Services provided by HGPL or NML
    
    
    83.
    
    RELATIONSHIP OF THE VENTURERS
    
    
    83.1
    
    Several liability
    
    
    83.2
    
    Joint Ventures not affected
    
    
    84.
    
    CONFIDENTIALITY
    
    
    84.1
    
    Use and disclosure of Confidential Information
    
    
    84.2
    
    Disclosures to personnel and advisers
    
    
    84.3
    
    Disclosures required by law
    
    
    84.4
    
    Recipients return or destruction of documents
    
    
    94.5
    
    Security and control
    
    
    94.6
    
    Survival of obligations
    
    
    95.
    
    TERMINATION
    
    
    95.1
    
    Term
    
    
    95.2
    
    Survival of claims and obligations
    
    
    106.
    
    ASSIGNMENT
    
    
    107.
    
    NOTICES
    
    
    107.1
    
    How to give a notice
    
    
    107.2
    
    When a notice is given
    
    
    107.3
    
    Address for notices
    
    
    108.
    
    GENERAL
    
    
    118.1
    
    Governing law
    
    
    118.2
    
    Giving effect to documents
    
    
    118.3
    
    Waiver of rights
    
    
    118.4
    
    Severance
    
    
    128.5
    
    Operation of indemnities
    
    
    128.6
    
    Consents
    
    
    128.7
    
    Exclusion of contrary legislation
    
    
    128.8
    
    Counterparts
    
    
    12




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8.9
    
    Attorneys
    
    
    12




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Master Co-operation Agreement
 DATE 2008
 PARTIES
 Hidden Valley Services Limited, (HVSL)
 Wafi-Golpu Services Limited, (WGSL)
 Morobe Exploration Services Limited, (MESL)
 Harmony Gold (PNG Services) Pty Limited (HGPL)
 Newcrest Mining Limited (NML)
 RECITALS
 A.
    
    Under the terms of a joint venture agreement, MCG and Newcrest PNG 1
Limited have agreed to establish a joint venture to be known as the Hidden Valley JV for the
exploration for, and the development, mining and production of, Mineral Products in certain
Tenements. HVSL has been established to operate the Hidden Valley JV.B.
    
    Under the terms of a joint venture agreement, Wafi and Newcrest PNG 2
Limited have agreed to establish a joint venture to be known as the Wafi-Golpu JV for the
exploration for, and the development, mining and production of, Mineral Products in certain
Tenements. WGSL has been established to operate the Wafi-Golpu JV.C.
    
    Under the terms of a joint venture agreement MCG, Wafi, Morobe Exploration
Limited and Newcrest PNG 3 Limited have agreed to establish a joint venture to be known as the
Exploration Portfolio JV for the exploration for, and development, mining and
production of, Mineral Products in certain Tenements. MESL has been established to operate the
Exploration Portfolio JV.D.
    
    To facilitate the establishment and operation of each JV, it may be
necessary, from time to time, for any asset held, service provided or personnel employed or engaged by a
JV, HGPL or NML (Right Holder)to be used by or shared with another JV (Sharing JV).E.
    
    This document records the procedure and principles under which the
Operators may agree that any asset held, service provided or personnel employed or engaged by the Right
Holder can be shared with another JV.F.
    
    The parties intend that separate services agreements will be entered into
between HGPL and each JV and between NML and each JV to provide with more detail the terms on




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1.
    
    INTERPRETATION1.1
    
    Definitions
 Allocation Percentage
 Confidential Information
 (a)
    
    relates to the business, asset or affairs of the disclosing
party (or any of its related corporations); and(b)
    
    is made available by or on behalf of the disclosing party
to the receiving party, or is otherwise obtained by or on behalf of the receiving party in connection
with the operation of this document.
  Exploration Portfolio JV
 Government Agency
 (c)
    
    a government or government department or other body;(d)
    
    a governmental, semi-governmental or judicial person
including a statutory corporation; or(e)
    
    a person (whether autonomous or not) who is charged with
the administration of a law.
 Hidden Valley JV
 JV
 Operator
 (a)
    
    HVSL, WGSL and MESL (acting on behalf of their respective JVs); and(b)
    
    HGPL and NML (both acting as principal).
 PNG
 Price
 Right Holder
 Shared Right




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Sharing JV
 Venturer
 Wafi-Golpu JV
 1.2
    
    Joint Venture Agreement definitions apply
  1.3
    
    Rules for interpreting this document
 (a)
    
    The rules set out in clauses 1.2 and 1.3 of the agreements
constituting the JVs as amended, apply in interpreting this document, except where the context
makes it clear that a rule is not intended to apply.(b)
    
    A reference to a clausein this document is a
references to a clause in this document unless specifically stated otherwise in this document.(c)
    
    A reference to a partyin this document is a reference to a
party to this document unless specifically stated otherwise in this document.
 2.
    
    CO-OPERATION2.1
    
    General
 (a)
    
    If a JV requires the use of a Shared Right, the Operator of
that JV and the Operator of the Right Holder must use reasonable endeavours to agree the
terms and conditions on which the Shared Right can be shared.(b)
    
    Each Operator agrees with each other Operator that it must
act in good faith, honestly and reasonably in complying with its obligations under this document.
 2.2
    
    Shared Rights
 (a)
    
    The Price is to be paid by the Operator of the Sharing JV to
the Operator of the Right Holder and must not be grossed up to account for any deductions or
withholdings in respect of Taxes.(b)
    
    Schedule 1 identifies the basis for calculating the price in
respect of each Shared Right.(c)
    
    If at any time an applicable law obliges a party to this
document (the Payor)to make a deduction or withholding in respect of Taxes from a payment to
another party to this document (the Payee)in respect of any Shared Right, the
Payor must pay to the relevant Government Agency on time the full amount of deduction
or withholding and promptly deliver to the Payee a copy of any receipt,
certificate or other proof of payment.(d)
    
    Schedule 1 may be varied by the agreement in writing of all
of the Operators and each applicable Right Holder and the parties to this document shall use all
reasonable endeavours to agree within 30 days of the date of this document,
the applicable rates for the services provided for the period on and from 1
August 2008




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2.3
    
    Proposal to share
  (a)
    
    the Price;(b)
    
    the period for which the Sharing JV proposes to share the Shared Right;(c)
    
    the obligations of the Operator of the Sharing JV:
 (i)
    
    to notify the Operator of the Right Holder immediately of any
significant event which occurs concerning the Shared Right;(ii)
    
    to take any action that may be
required to maintain and protect the Shared Right;(iii)
    
    to keep adequate records of accounts
and operations in respect of the Shared Right;(iv)
    
    subject to the provision of reasonable
notice, to give the Operator of the Right Holders nominated personnel
and any person who has that Operators written authority:
 (A)
    
    access to the site where
the Shared Right is being or is to be
used; and(B)
    
    any information relating to the
use of the Shared Right that the
Operator of the Right Holder reasonably requires,
  (C)
    
    observe and inspect the Shared
Right and the Sharing JVs use of
the Shared Right; and(D)
    
    review and copy any documents
relevant to the use of Shared
Right; and
 (v)
    
    to indemnify the Right Holder and its
employees and officers and the Operator of the Right Holder and its
employees and officers (those indemnified)against any Liability
(including legal expense), damage, injury (including disease or
illness), death (together Loss)which those indemnified suffer,
sustain or incur as a result of any wrongful or negligent act or
omission, by the Sharing JV which arises out of the use of the Shared
Right except to the extent that any wrongful or negligent act or
omission of those indemnified caused the Loss.
 2.4
    
    Meeting




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2.5
    
    Services provided by HGPL or NML
  3.
    
    RELATIONSHIP OF THE VENTURERS3.1
    
    Several liability
  3.2
    
    Joint Ventures not affected
  4.
    
    CONFIDENTIALITY4.1
    
    Use and disclosure of Confidential Information
 (Recipient) (Discloser)
 (a)
    
    use any of the Confidential Information except to the extent
necessary to exercise its rights and perform its obligations under this document; or(b)
    
    disclose any of the Confidential Information except in
accordance with clause 4.2 or 4.3.
 4.2
    
    Disclosures to personnel and advisers
 (a)
    
    The Recipient may disclose Confidential Information to an
officer, employee, agent,
contractor, or legal, financial or other professional adviser if:
 (i)
    
    the disclosure is necessary to enable the Recipient to perform its
obligations or to exercise its rights under this document; and(ii)
    
    prior to disclosure, the Recipient informs the person of the
Recipients obligations in relation to the Confidential Information under this
document and obtains an undertaking from the person to comply with
those obligations.
 (b)
    
    The Recipient must ensure that any person to whom
Confidential Information is
disclosed under clause 4.2(a) keeps the Confidential Information confidential and
does not use it for any purpose other than as permitted under clause 4.2(a).
 4.3
    
    Disclosures required by law
 (a)
    
    Subject to clause 4.3(b), the Recipient may
disclose Confidential Information that the Recipient is required to
disclose:
 (i)
    
    by law or by order of any court or tribunal of competent jurisdiction;
or




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(ii)
    
    by any Government Agency, stock exchange or other regulatory
body.
 (b)
    
    If the Recipient is required to make a disclosure
under clause 4.3(a), the Recipient must:
 (i)
    
    to the extent possible, notify the Discloser immediately it
anticipates that it may be required to disclose any of the Confidential Information;(ii)
    
    consult with and follow any
reasonable directions from the Discloser to minimise disclosure; and(iii)
    
    if disclosure cannot be avoided:
 (A)
    
    only disclose Confidential
Information to the extent necessary to
comply; and(B)
    
    use reasonable efforts to
ensure that any Confidential Information
disclosed is kept confidential.
 4.4
    
    Recipients return or destruction of documents
  (a)
    
    deliver to the Discloser all documents and other materials
containing, recording or
referring to Confidential Information; and(b)
    
    erase or destroy in another way all electronic and
other intangible records
containing, recording or referring to Confidential Information,
  4.5
    
    Security and control
  (a)
    
    keep effective control of the Confidential Information; and(b)
    
    ensure that the Confidential Information is secure
from theft, loss, damage or
unauthorised access or alteration.
 4.6
    
    Survival of obligations
  5.
    
    TERMINATION5.1
    
    Term
  (a)
    
    the parties by agreement in writing, terminate this document
with effect from the
date agreed by those parties; and(b)
    
    the first day on which there is only one, or no, JV in
existence and the activities of
all terminating JVs are properly wound up.




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5.2
    
    Survival of claims and obligations
  6.
    
    ASSIGNMENT
  7.
    
    NOTICES7.1
    
    How to give a notice
  (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.
 7.2
    
    When a notice is given
  (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.
 7.3
    
    Address for notices
  HVSLAddress:
    
    Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740AND TO:Address:
    
    Level 4, Mogoru Moto Building, Champion Parade, Port Moresby




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Fax number:
    
    + 675 309 2099Attention:
    
    Company SecretaryWGSLAddress:
    
    Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740AND TO:Address:
    
    Level 4, Mogoru Moto Building, Champion Parade, Port MoresbyFax number:
    
    + 675 309 2099:Attention:
    
    Company SecretaryMESLAddress:
    
    Level 2,189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740AND TO:Address:
    
    Level 4, Mogoru Moto Building, Champion Parade, Port MoresbyFax number:
    
    + 675 309 2099Attention:
    
    Company SecretaryHGPLAddress:
    
    Level 2,189 Coronation Drive, Milton, Brisbane, Queensland, AustraliaFax number:
    
    +61 7 3320 3740Attention:
    
    Company SecretaryNMLAddress:
    
    Level 9, 600 St Kilda Road, Melbourne, Victoria, AustraliaFax number:
    
    +61 3 9521 3546Attention:
    
    Company Secretary
 8.
    
    GENERAL8.1
    
    Governing law
 (a)
    
    This document is governed by the laws of PNG.(b)
    
    Each party submits to the jurisdiction of the courts of PNG and of any court
that may hear appeals from any of those courts, for any proceedings in connection with
this document.
 8.2
    
    Giving effect to documents
  8.3
    
    Waiver of rights
  (a)
    
    no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of
the right;(b)
    
    a waiver of a right on one or more occasions does not operate as a waiver of
that right or as an estoppel precluding enforcement of that right if it arises again;
and(c)
    
    the exercise of a right does not prevent any further exercise of that right
or of any other right.




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8.4
    
    Severance
  8.5
    
    Operation of indemnities
 (a)
    
    Each indemnity in this document survives the expiry or termination
of this document.(b)
    
    A party may recover a payment under an indemnity in this document before
it makes the payment in respect of which the indemnity is given.
 8.6
    
    Consents
  (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.
 8.7
    
    Exclusion of contrary legislation
  8.8
    
    Counterparts
  8.9
    
    Attorneys




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Schedule 1
 SHARED RIGHTS AND PRICE
 No.
    
    Shared Right
    
    Calculation of Price1.
    
    Employment contracts for PNG based staff
    
    The actual cost of
wages incurred by
the Right Holder,
plus any agreed
charge for
overheads,
multiplied by the
Allocation
Percentage for the
relevant JV.2.
    
    Travel expenses (including aircraft charter)
    
    Allocation per
person of actual
cost according to
their primary
position in a JV as
identified in the
organisational
chart for all of
the JVs plus any
agreed charge for
overheads.3.
    
    Drilling Services
    
    Allocation of
actual cost in
accordance with
ownership of the
tenement at which
the drilling
services are used
plus any agreed
charge for
overheads.4.
    
    Shared business services comprising
the following:
    
    Allocation of
actual cost to each
JV according to the
Allocation
Percentage plus any
agreed charge for
overheads.supply and logistics;human resources, safety and training;third party information technology (in PNG);licences;government liaison;proprietary software and database (including
HAMS);andaccommodation at Lae.5.
    
    Harmony Gold (PNG Services) Pty Limited in
Brisbane, Australia or Newcrest Mining Limited in
Australia comprising the following:
    
    Allocation of
actual cost to each
JV according to the
Allocation
Percentage.business services:human resources and administration;consulting activities in P.N.G;supply and legal services; and




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No.
    
    Shared Right
    
    Calculation of Priceproprietary software and database
(including HAMS) (outside PNG);technical services:mining and geology;environment services;safety;project services;Hidden Valley owners team; andWafi owners team.6.
    
    Harmony Gold (PNG Services) Pty Limited
employment contracts for Australian based
staff to provide services including mining,
environment and technical services
    
    The actual cost of wages incurred by the Right Holder, plus
any agreed charge for overheads, multiplied by the Allocation
Percentage for the relevant JV.7.
    
    Procurement of property, plant and equipment
    
    Allocation of landed cost under defined cost codes according
to which JV will use the relevant property, plant and
equipment.8.
    
    Insurance
    
    Allocation of actual cost of premium and any excess incurred
to each JV according to the Allocation Percentage.9.
    
    Electricity, fuel and other utilities
    
    Allocation of actual cost to each JV according to actual usage.10.
    
    Spares and maintenance
    
    Allocation of actual cost to each JV according to actual usage.11.
    
    Information technology licences (other than
those noted elsewhere in this schedule)
    
    Allocation of actual cost to each JV according to the
Allocation Percentage.12.
    
    Newcrest Mining Limited  employment
contracts for Australian based staff to
provide services including mining,
environment and technical services
    
    The actual cost of wages incurred by the Right Holder plus any
agreed charge for overheads multiplied by the Allocation
Percentage for the relevant JV.




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