**DEED OF EXTINGUISHMENT OF ROYALTY — WAFI-GOLPU PROJECT****THIS DEED**is made this 16th day of February 2009**BETWEEN:**1. **HARMONY GOLD MINING COMPANY LIMITED,**a company incorporated in the Republic of South Africaand having its registered office at Randfontein Office Park, Corner Main Reef Road and WardAvenue, Randfontein, Gauteng, South Africa (“**Harmony**”)   and 2. **WAFI MINING LIMITED (**1-11452), a company incorporated in the IndependentState of Papua New Guinea and having its registered office at c/- Blake Dawson WaldronLawyers, Level 4, Mogoru Moto Building, Champion Parade, Port Moresby, Papua New Guinea(“**Wafi**”).**RECITALS:**A. Pursuant to the Royalty Deed: (i) Wafi agreed to pay to Rio Tinto a royalty for ounces of gold to beproduced by Wafi from the Wafi-Golpu Project in Papua New Guinea; and  (ii) Pursuant to subsequent amendments, Abelle became a party to the Royalty Deed andguaranteed the due and punctual performance of the obligations of Wafi under theRoyalty Deed and indemnified Rio Tinto.B. Pursuant to the Agreement of Sale: (i) Harmony acquired the Royalty Interest from Rio Tinto and inter alia;  (ii) Harmony agreed to pay US$10,000,000 to Rio Tinto in the event that Wafi makes aDecision to Mine (as defined in the Agreement for Sale) (“the Contingent Balance”), and  Pursuant to the Deed of Assignment, Assumption and Release: (ii) Rio Tinto, Harmony and Wafi agreed to release and discharge Abellefrom all obligations and liabilities whatever under the Royalty Deed.C. Harmony and Wafi are now the only parties to the Royalty Deed. D. Wafi wishes to acknowledge its liability to Harmony to pay to it the Contingent Balance. E. Harmony has agreed to assign and transfer to Wafi the Royalty Interest and, therefore theparties wish to terminate the Royalty Deed and be released from all obligations andliabilities under the Royalty Deed on the terms of this document.
 

 
**IT IS AGREED**as follows:1. **DEFINITIONS AND INTERPRETATION**1.1 **Definitions**   In this document (including the Recitals), the following definitions apply unless the contextrequires otherwise:   “**Abelle Limited**” means Abelle Limited ACN 087 480 902.   “**Agreement of Sale**” means the Agreement of Sale of Interest in Royalty Deed dated 10November 2008 between Rio Tinto, Harmony, Wafi and Abelle.   “**Deed of Assignment, Assumption and Release**” means the Deed between Rio Tinto, Harmony, Wafiand Abelle dated 4 December 2008.   “**Payment Date**” means that date which is within 6 months from the date of this Deed.   “**Payment Sum**” means the aggregate sum of: (a) US$24,000,000.00;  (b) any stamp duty and legal costs paid by Harmony on or in relation to thistransaction.  “**Rio Tinto**” means Rio Tinto Limited ACN 004 458 404.   “**Royalty Deed**” means the Royalty Deed dated 26 June 2003 between Rio Tinto, Wafi and Abelle.   “**Royalty Interest**” means all of Harmony’s rights, interests and obligations in and under theRoyalty Deed including the royalty interest as the owner of gold to be produced by Wafi fromthe Wafi-Golpu Project in Papua New Guinea.2. **ASSIGNMENT AND TERMINATION**   In consideration for the payment by Wafi to Harmony of the Payment Sum on or before thePayment Date: (a) Harmony assigns to Wafi absolutely all its Royalty Interest and Wafi confirmsacceptance of the assignment of the Royalty Interest; and  (b) the parties agree to terminate the Royalty Deed.  For clarity, this document takes effect on and from the date of execution of this document.3. **ACKNOWLEDGMENT** (a) The parties acknowledge and agree that all the rights and obligations of theparties under, or arising out of, the Royalty Deed (of whatever nature and howeverarising) are fully, unconditionally and irrevocable terminated with effect from the dateof this document.  (b) Notwithstanding any other provisions of this Deed, Wafi acknowledges and agrees itis liable to pay to Harmony the Contingent Balance by way of reimbursement within 30
 

 
   days of Harmony advising Wafi of the payment by Harmony of the Contingent Balance to RioTinto.4. **RELEASE**   With effect on and from the date of this document, and without need for any further act ordocument, the parties release and discharge each other party from: (a) all its duties, obligations and liabilities under or in connection withthe Royalty Deed; and  (b) all actions, claims, proceedings and demands which any party has or might (butfor this deed) have had against any other party in connection with the Royalty Deed(whether arising at common law, in equity, under statute or otherwise).  Otherwise than to the acknowledgement by Wafi made in clause 3(b) above, the release extendsto any present or future claim whether or not the facts or law giving rise to such actual orpotential claim are known to either party or have been discussed between them.5. **INDEMNITY** (a) Each party indemnifies each of the other parties against any claims or actionsbrought by the first party arising out of or in any way connected to the Royalty Deed.  (b) Each party may plead this deed in bar to any claim or action brought by the otherparty or any person claiming through it in connection with the Royalty Deed.6. **GENERAL**6.1 **Governing Law** (a) This document is governed by the laws of the State of Queensland, Australia.  (b) Each party submits to the jurisdiction of the courts of that State and of anycourt that may hear appeals from any of those courts, for any proceedings in connectionwith this document.6.2 **Costs** (a) Subject to paragraph (b), each party must pay its own expenses incurred innegotiating and executing this document.  (b) Wafi must indemnify each other party against, and must pay each other on demandthe amount of, any duty or registration fee that is payable on or in relation to thisdocument and the transaction that it contemplates.6.3 **Giving Effect to this Deed**   Each party must do anything (including execute any document), and must ensure that itsemployees and agents do anything (including execute any document), that any other party mayreasonably require to give full effect to this document.
 

 
6.4 **Operation of this Document** (a) Subject to paragraph (b), this document contains the entire agreement between theparties about its subject matter. Any previous understanding, agreement,representation or warranty relating to that subject matter is replaced by thisdocument and this document has no further effect.  (b) Any right that a person may have under this document is in addition to,and does not replace or limit, any other right that the person may have.  (c) Any provision of this document which is unenforceable or partly unenforceableis, where possible, to be severed to the extent necessary to make this documentenforceable, unless this would materially change the intended effect of this document.6.5 **Counterparts**   This Deed may be executed in counterparts.**EXECUTED**as a DeedEach person who executes this document on behalf of a party under a power of attorney declaresthat he or she is not aware of any fact or circumstance that might affect his or her authorityto do so under that power of attorney.