EXHIBIT
10.2

    


    Dated      17    March            2009

    


    (1)  LONDON
MINING PLC

    


    (2)  WITS
BASIN PRECIOUS MINERALS INC.

    


    (3)  CHINA
GLOBAL MINING RESOURCES (BVI) LIMITED

    


    SHAREHOLDERS'
AGREEMENT

    relating
to

    CHINA
GLOBAL MINING RESOURCES (BVI) LIMITED


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	
                                                                                          CLAUSE

                                                                                        	
                                                                                          PAGE

                                                                                        
	
                                                                                          1.

                                                                                        	
                                                                                          DEFINITIONS
      AND INTERPRETATION

                                                                                        	
                                                                                          4

                                                                                        
	
                                                                                          2.

                                                                                        	
                                                                                          BUSINESS
      OF THE COMPANY

                                                                                        	
                                                                                          19

                                                                                        
	
                                                                                          3.

                                                                                        	
                                                                                          SHAREHOLDERS'
      UNDERTAKINGS

                                                                                        	
                                                                                          19

                                                                                        
	
                                                                                          4.

                                                                                        	
                                                                                          BOARD
      OF DIRECTORS

                                                                                        	
                                                                                          20

                                                                                        
	
                                                                                          5.

                                                                                        	
                                                                                          PROVISION
      OF INFORMATION

                                                                                        	
                                                                                          28

                                                                                        
	
                                                                                          6.

                                                                                        	
                                                                                          CONDUCT
      OF BUSINESS

                                                                                        	
                                                                                          30

                                                                                        
	
                                                                                          7.

                                                                                        	
                                                                                          FINANCE

                                                                                        	
                                                                                          37

                                                                                        
	
                                                                                          8.

                                                                                        	
                                                                                          VOTING
      RIGHTS

                                                                                        	
                                                                                          39

                                                                                        
	
                                                                                          9.

                                                                                        	
                                                                                          TRANSFERS
      AND ALLOTMENTS OF SHARES

                                                                                        	
                                                                                          40

                                                                                        
	
                                                                                          10.

                                                                                        	
                                                                                          QUOTATION

                                                                                        	
                                                                                          46

                                                                                        
	
                                                                                          11.

                                                                                        	
                                                                                          COME
      ALONG

                                                                                        	
                                                                                          48

                                                                                        
	
                                                                                          12.

                                                                                        	
                                                                                          BREACH
      OF THIS AGREEMENT/INSOLVENCY

                                                                                        	
                                                                                          51

                                                                                        
	
                                                                                          13.

                                                                                        	
                                                                                          WITS
      BASIN INDEMNITY

                                                                                        	
                                                                                          54

                                                                                        
	
                                                                                          14.

                                                                                        	
                                                                                          DEADLOCK

                                                                                        	
                                                                                          62

                                                                                        
	
                                                                                          15.

                                                                                        	
                                                                                          SHARE
      RIGHTS

                                                                                        	
                                                                                          62

                                                                                        
	
                                                                                          16.

                                                                                        	
                                                                                          RESTRICTIVE
      COVENANTS

                                                                                        	
                                                                                          66

                                                                                        
	
                                                                                          17.

                                                                                        	
                                                                                          CONFIDENTIALITY

                                                                                        	
                                                                                          69

                                                                                        
	
                                                                                          18.

                                                                                        	
                                                                                          ANNOUNCEMENTS

                                                                                        	
                                                                                          71

                                                                                        
	
                                                                                          19.

                                                                                        	
                                                                                          TERMINATION

                                                                                        	
                                                                                          71

                                                                                        
	
                                                                                          20.

                                                                                        	
                                                                                          MEMORANDUM
      AND ARTICLES

                                                                                        	
                                                                                          71

                                                                                        
	
                                                                                          21.

                                                                                        	
                                                                                          COSTS

                                                                                        	
                                                                                          71

                                                                                        
	
                                                                                          22.

                                                                                        	
                                                                                          APPLICABLE
      LAW AND JURISDICTION

                                                                                        	
                                                                                          71

                                                                                        
	
                                                                                          23.

                                                                                        	
                                                                                          GENERAL

                                                                                        	
                                                                                          72

                                                                                        
	
                                                                                          24.

                                                                                        	
                                                                                          NOTICES

                                                                                        	
                                                                                          73

                                                                                        
	 	 	 
	
                                                                                          SCHEDULES

                                                                                        	 
      
	 
      	 
      	 
      
	
                                                                                          1.

                                                                                        	
                                                                                          RESERVED
      MATTERS

                                                                                        	
                                                                                          77

                                                                                        
	
                                                                                          2.

                                                                                        	
                                                                                          DEED
      OF ADHERENCE

                                                                                        	
                                                                                           

                                                                                        
	 
      	 
      	 
      
	
                                                                                          APPROVED
      TERM DOCUMENTS

                                                                                        	 
      
	 
      	 
      	 
      
	
                                                                                          1.

                                                                                        	
                                                                                          ANNOUNCEMENTS

                                                                                        	 
      
	
                                                                                          2.

                                                                                        	
                                                                                          BUSINESS
      PLAN

                                                                                        	 
      
	
                                                                                          3.

                                                                                        	
                                                                                          MONITORING
      AGREEMENT

                                                                                        	 
      
	
                                                                                          4.

                                                                                        	
                                                                                          OPERATOR
      AGREEMENT

                                                                                        	 
      


                                                                                

                                                                                 

                                                                                
                                                                                  
                                                                                    
                                                                                    

                                                                                  

                                                                                  
                                                                                    
                                                                                    

                                                                                    
                                                                                      

                                                                                    

                                                                                  

                                                                                  
                                                                                    
                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                5.

              	
                WB
      LOAN AGREEMENT

              	 
      
	
                6.

              	
                PROMISSORY
      NOTE

              	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT is made
on                           17      March              2009

    


    BETWEEN:-

    


    
      	
              (1)

            	
              LONDON MINING PLC a
      company incorporated in England and Wales with registered number 5424040
      whose registered office is at 39 Sloane Street, London SW1X 9LP ("London
      Mining");

            


    

    


    
      	
              (2)

            	
              WITS BASIN PRECIOUS MINERALS
      INC. a company incorporated in the State of Minnesota, United
      States with registered number 84-1236619 whose registered office is at 80
      South 8th
      Street, Suite 900, Minneapolis, Minnesota 55402 ("Wits Basin");
      and

            


    

    


    
      	
              (3)

            	
              CHINA GLOBAL MINING RESOURCES
      (BVI) LIMITED, a company incorporated in the British Virgin Islands
      with registered number 1513743 whose registered office is at 56
      Administration Drive, P.O. Box 3190, Road Town, British Virgin Islands
      (the "Company").

            


    

    


    WHEREAS:

    


    The
parties have agreed to regulate their affairs in relation to the Company on the
terms and conditions of this Agreement.

    


    IT IS AGREED as
follows:-

    


    
      	
              1.

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    
      	
               
      

            	
              Throughout
      this Agreement, the following words and phrases have the meanings set out
      below:-

            


    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              20%
      Shareholder

                            	
                              means
      any person who holds A Shares and/or B Shares which carry the right to
      exercise 20% or more of the votes ordinarily exercisable at a general
      meeting of the Shareholders.

                            
	 
      	 
      
	
                              50%
      Notice

                            	
                              has
      the meaning given to that expression in clause
  4.2.3.

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  50%
      Shareholder

                	
                  means
      any person who holds A Shares and/or B Shares which carry the right to
      exercise more than 50% of the votes ordinarily exercisable at a general
      meeting of the Shareholders.

                
	 
      	 
      
	
                  Announcements

                	
                  means
      the announcements to be made by the parties in the approved
      terms.

                
	 
      	 
      
	
                  Annual
      Budget

                	
                  has
      the meaning given to that expression in clause 5.2.5.

                
	 
      	 
      
	
                  A
      Shares

                	
                  means
      the fully paid A ordinary shares of $0.01 each in the capital of the
      Company.

                
	 
      	 
      
	
                  Attorney

                	
                  has
      the meaning given to that expression in clause 11.6 where used in clause
      11, in clause 12.10 where used in clause 12 and in clause 13.14 where used
      in clause 13.

                
	 
      	 
      
	
                  Available
      Profits

                	
                  means
      the Company's accumulated, realised profits, so far as not previously
      utilised by distribution or capitalisation, less its accumulated, realised
      losses, so far as not previously written off as a reduction or
      reorganisation of capital duly made.

                
	 
      	 
      
	
                  Board

                	
                  means
      the board of Directors of the Company from time to
time.

                
	 
      	 
      
	
                  B
      Shares

                	
                  means
      the fully paid B ordinary shares of $0.01 each in the capital of the
      Company.

                
	 
      	 
      
	
                  Business

                	
                  means
      the business to be carried on by the Company set out in clause
      2.1.

                
	 
      	 
      
	
                  Business
      Day

                	
                  means
      any day other than a Saturday or Sunday, on which clearing banks are open
      for business in the City of London, the British Virgin Islands, the United
      States, Hong Kong and the People's Republic of
  China.

                


        

      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Business
      Plan

                	
                  means
      the business plan of the Group, as may be amended or replaced from time to
      time in accordance with this Agreement, the first such business plan being
      the business plan in the approved terms.

                
	 
      	 
      
	
                  Chairman

                	
                  means
      the Chairman of the Board appointed in accordance with clause
      4.24.

                
	 
      	 
      
	
                  China
      Gold

                	
                  China
      Gold, LLC, a limited liability company organised under the laws of the
      State of Kansas in the United States.

                
	 
      	 
      
	
                  Competitor

                	
                  a
      person engaged or interested in the mining of iron ore within 100kms of
      any of the land owned by any member of the Group at the date of this
      Agreement or of any other land owned by any member of the Group from time
      to time.

                
	 
      	 
      
	
                  Confidential
      Information

                	
                  means
      all information (whether oral or recorded in any medium) relating to any
      Group Company's business, financial or other affairs (including future
      plans of any Group Company) which is treated by a Group Company as
      confidential (or is marked or is by its nature
    confidential).

                
	 
      	 
      
	
                  Consulting
      Agreement

                	
                  the
      Consulting Agreement entered into by the Company and Lu Benzhao dated 11
      August 2008 as amended by the Agreement on Amendment dated 13 January
      2009, as novated by the Novation Agreement dated 13 January 2009, as
      amended by the Agreement on Amendment dated 11 February 2009, by Letter
      Agreements dated 26 February 2009 and 5 March 2009 and as further amended
      novated or substituted from time to time.

                
	 
      	 
      
	
                  Conversion
      Notice

                	
                  has
      the meaning given to that expression in clause
  13.16.

                


        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Deed
      of Adherence

                	
                  means
      the deed of adherence to this Agreement in the form of Schedule
      2.

                
	 
      	 
      
	
                  Deferred
      Shares

                	
                  means
      the deferred non-voting shares of $0.01 in the capital of the Company
      resulting from the conversion of the B Shares under clause 13 which shall
      carry the rights set out in the Memorandum and
Articles.

                
	 
      	 
      
	
                  Diminution
      Value

                	
                  means
      the diminution in fair market value of each A Share and B Share held (or
      deemed to be held under clause 13.7.3) by London Mining and calculated in
      accordance with clauses 13.5 to 13.8.

                
	 
      	 
      
	
                  Director

                	
                  means
      any director for the time being of the Company or any Subsidiary Company
      including, where applicable, any alternate director.

                
	 
      	 
      
	
                  Director
      Fee

                	
                  has
      the meaning given to that expression in clause 4.2.5.

                
	 
      	 
      
	
                  Exit

                	
                  means
      a Sale or Quotation.

                
	 
      	 
      
	
                  Extra
      Shares

                	
                  has
      the meaning given to that expression in clause 9.10 where used in clause 9
      and in clause 12.5 where used in clause 12.

                
	 
      	 
      
	
                  Fee
      Adjustment Date

                	
                  has
      the meaning given to that expression in clause 6.15.1.

                
	 
      	 
      
	
                  Fee
      Repayment Amount

                	
                  means
      the amount repaid by London Mining as determined by clauses 6.16.15 and
      6.16.16.

                
	 
      	 
      
	
                  Group

                	
                  means
      the Company and any company which is a subsidiary undertaking of the
      Company from time to time (including the Target Entities and MZM (on
      completion of the acquisition of MZM pursuant to the MZM Equity Transfer
      Agreement) and any of their subsidiary undertakings) and references to
      "Group Company"
      and "member of the
      Group" shall be construed accordingly and references to "Subsidiary Company"
      shall mean a member of the Group other than the
  Company.

                


        

      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  HK
      Co

                	
                  means
      China Global Mining Resources Limited, a limited liability company
      incorporated pursuant to the laws of Hong Kong whose registered office is
      at 41st
      Floor Bank of China Tower, 1 Garden Road Central, Hong
    Kong.

                
	 
      	 
      
	
                  Independent
      Valuer

                	
                  means
      a partner of at least 10 years' standing at a leading UK firm of
      accountants (acting as an expert and not an arbitrator) nominated and
      agreed to by the parties concerned or in the event that the parties
      concerned disagree on the nomination and no agreement is reached within 10
      Business Days of the proposed nomination by one party, appointed by the
      President from time to time of Institute of Chartered Accountants in
      England and Wales on application by any of the parties
      concerned.

                
	 
      	 
      
	
                  JORC
      Code

                	
                  means
      the Australian Code for Reporting Mineral Resources and Reserves published
      by the Joint Ore Reserves Committee of the Australasian Institute of
      Mining and Metallurgy, Australian institute of Geoscientist and the
      Minerals Council of Australia.

                
	 
      	 
      
	
                  Licences

                	
                  means
      up-to-date and valid licences, approvals, permits and certificates for
      each Target Entity and MZM issued by the appropriate body (and for the
      appropriate purpose) necessary for operation of the businesses (as set out
      in the Business Plan) of the Target Entities and MZM including, but not
      limited to:

                
	 
      	 
      
	 
      	
                  (a)
      in the case of MXM:

                


        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	
                  (i)

                	
                  an
      updated business licence;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  a
      safe production permit;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iii)

                	
                  an
      explosives permit;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iv)

                	
                  a
      permit for water and soil conservation plan;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (v)

                	
                  a
      land use and/or occupation rights certificate; and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (vi)

                	
                  the
      extended mining licence referred to the Target Entity Equity Transfer
      Agreement for MXM;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  in
      the case of NSM:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  the
      licences and permits set out in (a)(i) to (v) above.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  a
      land use right certificate;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iii)

                	
                  a
      premises ownership certificate;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iv)

                	
                  a
      construction and land use planning permit; and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (v)

                	
                  a
      construction project planning permit; and

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  in
      the case of MZM:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  an
      updated business licence;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  the
      licences and permits set out in (a)(ii) to (v), (b)(iv) and (v) above;
      and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (iii)  

                	
                  a
      mining licence.

                


        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  LM
      Fee Termination Date

                	
                  has
      the meaning given to that expression in clause 6.11.

                
	 
      	 
      
	
                  LM
      Management Fee

                	
                  has
      the meaning given to that expression in clause 6.11.

                
	 
      	 
      
	
                  LM
      Services Agreement

                	
                  has
      the meaning given to that expression in clause 6.19.

                
	 
      	 
      
	
                  Management
      Information

                	
                  means
      the financial statements and management accounts for the Group made up to,
      and as at the end of, the relevant calendar month, in such form as may be
      specified by the Board from time to time but, in any event (or unless
      otherwise specified) incorporating:

                
	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  an
      operational report from the Operator (or, if the Operator Agreement is
      terminated, any successor appointed by the Company or if no successor is
      appointed, the Company) identifying key issues relating to the Business
      including a description of any matters that have arisen which may affect
      the reputation of the Group and details of any iron ore or iron ore
      related products both mined, produced or sold;

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  a
      profit and loss account, balance sheet and cash flow statement (including
      details of all funds spent and all commitments made during the relevant
      period) for the Group on a monthly and year-to-date basis together with a
      breakdown identifying and explaining variances from the current Business
      Plan and the prior year figures; and

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  a
      commentary by the Operator (or, if the Operator Agreement is terminated,
      any successor appointed by the Company or if no successor is appointed,
      the Company) on the items listed in paragraph (b)
  above.

                


        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Matang
      Development Cost

                	
                  means
      any cost or expense incurred or agreed to be incurred in connection with
      the development of MZM and its operations required in order for MZM to
      have an ongoing production rate as contemplated by the Business Plan as
      approved as at the date of this Agreement.

                
	 
      	 
      
	
                  Memorandum
      and Articles

                	
                  means
      the memorandum and articles of association of the Company, as amended from
      time to time.

                
	 
      	 
      
	
                  MOFCOM

                	
                  means
      the Ministry of Commerce for the People’s Republic of
    China.

                
	 
      	 
      
	
                  Monitoring
      Agreement

                	
                  means
      the agreement in the approved terms entered into by Wits Basin and London
      Mining on or around the date of this Agreement pursuant to which Wits
      Basin agrees to review and monitor the Operator's compliance with the
      terms of the Operator Agreement as amended, novated or substituted from
      time to time.

                
	 
      	 
      
	
                  MXM

                	
                  means
      Maanshan Xiaonanshan Mining Co. Ltd, a limited liability company
      incorporated in the People's Republic of China whose registered address is
      Putang Village, Huoli Town, Maanshan Municipality, Anhui Province,
      PRC.

                
	 
      	 
      
	
                  MXM
      Equity Transfer Agreement

                	
                  means
      the equity transfer agreement dated 11 August 2008 relating to the
      acquisition of all the shares in MXM, as amended by an agreement dated 29
      October 2008 and as further amended, assigned, novated or substituted from
      time to time.

                
	 
      	 
      
	
                  MZM

                	
                  means
      Maanshan Zhao Yuan Mining Co. Ltd, a limited liability company
      incorporated in the People's Republic of China whose registered address is
      6 South Hongqi Road, Maanshan Economic and Technology Development Zone,
      Maanshan Municipality, Anhui Province,
PRC.

                


        

      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      MZM
      Consideration

                    	
                      has
      the meaning given to that expression in clause 6.24.

                    
	 
      	 
      
	
                      MZM
      Equity Transfer Agreement

                    	
                      means
      the equity transfer agreement dated 11 August 2008 relating to the
      acquisition of all the shares in MZM, as amended by letter agreements
      dated 11 February 2009 and 5 March 2009 and as further  amended,
      assigned, novated or substituted from time to time.

                    
	 
      	 
      
	
                      Nominated
      Director

                    	
                      means
      a director appointed by a Shareholder in accordance with clauses 4.2 or
      6.5 (other than a Non-Shareholder Director).

                    
	 
      	 
      
	
                      Non-Shareholder
      Director

                    	
                      means
      Lu Benzhao, pursuant to his appointment to the board of the Target
      Entities in accordance with clause 4.2.5.

                    
	 
      	 
      
	
                      NSM

                    	
                      means
      Nanjing Sudan Mining Co. Ltd, a limited liability company incorporated in
      the People's Republic of China whose registered address is Dangyang Town,
      Jiangning District, Nanjing Municipality, Jiangsu Province,
      PRC.

                    
	 
      	 
      
	
                      NSM
      Equity Transfer Agreement

                    	
                      means
      the equity transfer agreement dated 11 August 2008 relating to the
      acquisition of all the shares in NSM, as amended by an agreement dated 29
      October 2008 and as further amended, assigned, novated or substituted from
      time to
time.

                    


            

          

        

      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Operator

                	
                  means
      Green Earth Mining Resources Limited, registration number 1518318 with
      registered address: c/o Chu & Chu/Comsec Ltd, 1801-5, 18/F, Tower 2,
      China Hong Kong City, 33 Canton Road, TST, Hong Kong, that is the company
      incorporated and owned by William Green, which is engaged by the Company
      or a member of the Group to manage and operate the Target Entities and MZM
      and any future operations of the Group as approved by the Qualifying
      Shareholders.

                
	 
      	 
      
	
                  Operator
      Agreement

                	
                  means
      the agreement in the approved terms dated on or around the date of this
      Agreement entered into by MXM, the Company, Wits Basin, London Mining and
      the Operator as amended, novated or substituted from time to
      time.

                
	 
      	 
      
	
                  Oslo
      Axess

                	
                  means
      a regulated marketplace at the Oslo Børs ASA (in English: "the Oslo Stock
      Exchange").

                
	 
      	 
      
	
                  Other
      Shareholders

                	
                  has
      the meaning given to that expression in clause 9.9 where used in clause 9
      and in clause 11.1 where used in clause 11.

                
	 
      	 
      
	
                  Outstanding
      Sudan Consideration

                	
                  has
      the meaning given to that expression in clause 6.23.

                
	 
      	 
      
	
                  Payment
      Date

                	
                  has
      the meaning given to that expression in clause 6.14.

                
	 
      	 
      
	
                  Percentage
      Threshold

                	
                  has
      the meaning given to that expression in clause 4.2.1

                
	 
      	 
      
	
                  Promissory
      Note

                	
                  means
      the Promissory Note in the approved terms dated on or around the date of
      this Agreement for US$4,800,000 in principal issued by the Company in
      favour of Wits Basin in consideration for the acquisition of HK Co by the
      Company from Wits
Basin.

                


        

      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Proportionate
      Allocation

                	
                  has
      the meaning given to that expression in clause 9.10 where used in clause 9
      and in clause 12.5 where used in clause 12.

                
	 
      	 
      
	
                  Qualifying
      Shareholder

                	
                  means
      any person who holds A Shares and/or B Shares which carry the right to
      exercise 40% or more of the votes ordinarily exercisable at a general
      meeting of the Shareholders.

                
	 
      	 
      
	
                  Quotation

                	
                  means
      the admission of the whole of any class of the issued share capital of the
      Company or any Subsidiary Company to the Official List of the Financial
      Services Authority, and to trading on the London Stock Exchange's market
      for listed securities, or to trading on the AIM market of the London Stock
      Exchange, or to trading on the Hong Kong Stock Exchange's market for
      listed securities or on any other recognised investment exchange,
      recognised overseas investment exchange, designated investment exchange or
      designated overseas investment exchange, in each case as defined in the
      Financial Services and Markets Act 2000 or any other securities
      exchange.

                
	 
      	 
      
	
                  Reserved
      Matters

                	
                  means
      the matters listed in Schedule 1 requiring Qualifying Shareholders'
      consent.

                
	 
      	 
      
	
                  Repayment
      Amount

                	
                  has
      the meaning given to that expression in clause 6.11.

                
	 
      	 
      
	
                  Repayment
      Date

                	
                  has
      the meaning given to that expression in clause 15.4.

                
	 
      	 
      
	
                  Retained
      Consulting Payment

                	
                  means
      such part of the US$2 million retained from the First Payment (as that
      term is defined under the Consulting Agreement) that is payable to Lu
      Benzhao in accordance with the Consulting
  Agreement.

                


        

      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  RMB

                	
                  means
      Renminbi, the lawful currency of the People's Republic of
      China.

                
	 
      	 
      
	
                  Sale

                	
                  means
      the sale of the whole of the issued equity share capital of the Company or
      all or substantially all of the assets of the Group to a single buyer or
      to one or more buyers as part of a single transaction.

                
	 
      	 
      
	
                  Second
      Amended and Restated

                	 
      
	
                  Pledge
      Agreement

                	
                  means
      the Second Amended and Restated Pledge Agreement dated 22 December 2008
      granted by Wits Basin in favour of China Gold.

                
	 
      	 
      
	
                  Shares

                	
                  means
      the A Shares and the B Shares.

                
	 
      	 
      
	
                  Shareholders

                	
                  means
      any holder of any Share from time to time in accordance with the
      provisions of this Agreement.

                
	 
      	 
      
	
                  Shareholder's
      Group

                	
                  means,
      in relation to a Shareholder, that Shareholder and its subsidiary
      undertakings, any parent undertaking, whether direct or indirect, of such
      Shareholder and any other subsidiary undertaking of any such parent
      undertaking from time to time but excluding the Company and each
      Subsidiary and references to "member" or "members" of the "Shareholder's Group"
      shall be construed accordingly.

                
	 
      	 
      
	
                  Subscription

                	
                  means the subscription
      by London Mining for A Shares on or around the date of this
      Agreement.

                
	 
      	 
      
	
                  Subscription
      Agreement

                	
                  means
      the subscription agreement dated 12 January 2009 entered into by Wits
      Basin and London Mining in relation to the establishment of the joint
      venture through which the Business will be operated as amended by the
      amendment agreement dated 17 March 2009, and as further amended, novated,
      restated  or substituted from time to
  time.

                


        

      

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Subsidiaries

                	
                  means
      the Group excluding the Company.

                
	 
      	 
      
	
                  Target
      Entities

                	
                  means
      each of NSM and MXM, together with their respective subsidiary
      undertakings.

                
	 
      	 
      
	
                  Term

                	
                  means
      the period of two years commencing on the date of this Agreement or such
      longer period as may be agreed in writing by the Qualifying
      Shareholders.

                
	 
      	 
      
	
                  Third
      Party Funding

                	
                  has
      the meaning given to that expression in clause 7.5.2.

                
	 
      	 
      
	
                  Top
      Up Shares

                	
                  shall
      have the meaning given to that expression in clause 9.11 where used in
      clause 9 and in clause 12.6 where used in clause 12.

                
	 
      	 
      
	
                  Transfer
      Shares

                	
                  has
      the meaning given to that expression in clause 13.1.

                
	 
      	 
      
	
                  Trigger
      Event

                	
                  has
      the meaning given to that expression in clause 13.2.

                
	 
      	 
      
	
                  US$

                	
                  means
      United States Dollars, the lawful currency of the United
      States.

                
	 
      	 
      
	
                  WB
      Loan

                	
                  means
      the loan in the amount of US$5,750,000 granted by London Mining to Wits
      Basin under the terms of the WB Loan Agreement.

                
	 
      	 
      
	
                  WB
      Loan Agreement

                	
                  means
      the loan agreement in the approved terms dated on or around the date of
      this Agreement pursuant to which London Mining grants Wits Basin the WB
      Loan.

                


        

      

    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Wits
      Basin Promissory Note

                	
                  means
      the Second Amended and Restated Promissory Note in the aggregate principal
      amount of US$10,421,000 issued by Wits Basin to China Gold dated 22
      December 2008 pursuant to the Convertible Notes Purchase Agreement dated
      10 April 2007 between China Gold and Wits Basin as amended by the
      Amendment to the Convertible Notes Purchase Agreement dated 19 June 2007,
      by the Amendment No. 2 to the Convertible Notes Purchase Agreement dated
      10 November 2008, the Amendment No. 3 to the Convertible Notes Purchase
      Agreement dated 22 December 2008 and as amended from time to
      time.

                


        

      

    

    


    
      	
              1.2

            	
              Interpretation

            


    

     

    
      	
               
      

            	
              1.2.1

            	
              Unless
      the context otherwise requires, words and expressions defined in or having
      a meaning provided by the UK Companies Act 2006 shall have the same
      meaning in this Agreement.  The term "connected person" shall
      have the meaning attributed to it at the date of this Agreement by section
      839 of the Income and Corporation Taxes Act 1988 and the words "connected with" shall
      be construed accordingly.

            


    

     

    
      	
               
      

            	
              1.2.2

            	
              A
      reference to any statutory provision in this
  Agreement:-

            


    

     

    
      	
               
      

            	
              (a)

            	
              includes
      any order, instrument, plan, regulation, permission and direction made or
      issued under such statutory provision or deriving validity from
      it;

            


    

     

    
      	
               
      

            	
              (b)

            	
              shall
      be construed as a reference to such statutory provision as in force at the
      date of this Agreement (including, for the avoidance of doubt, any
      amendments made to such statutory provisions that are in force at the date
      of this Agreement);

            


    

     

    
      	
               
      

            	
              (c)

            	
              shall
      also be construed as a reference to any statutory provision of which such
      statutory provision is a re-enactment or consolidation;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              shall
      also be construed as a reference to any later statutory provision which
      re-enacts or consolidates such statutory
  provision.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.2.3

            	
              References
      to a clause are (unless otherwise stated) to a clause of this
      Agreement.

            


    

     

    
      	
               
      

            	
              1.2.4

            	
              The
      headings used in this Agreement are for convenience only and shall not
      affect its meaning.

            


    

     

    
      	
               
      

            	
              1.2.5

            	
              A
      document expressed to be "in the approved terms"
      means a document, the terms, conditions and form of which have been
      approved by the Shareholders and a copy of which has been identified as
      such and initialled by or on behalf of each of London Mining and Wits
      Basin.

            


    

     

    
      	
               
      

            	
              1.2.6

            	
              A
      document expressed to be an Annexure means a document a copy of which has
      been identified as such and initialled by or on behalf of each of the
      Shareholders.

            


    

     

    
      	
               
      

            	
              1.2.7

            	
              Words
      importing one gender shall (where appropriate) include any other gender
      and words importing the singular shall (where appropriate) include the
      plural and vice versa.

            


    

     

    
      	
               
      

            	
              1.2.8

            	
              Any
      English legal term for any action, remedy, method of judicial proceeding,
      legal document, legal status, court, official or any legal concept or
      thing shall, in respect of any jurisdiction other than that of England, be
      deemed to include what most nearly approximates in that jurisdiction to
      the English legal term.

            


    

     

    
      	
               
      

            	
              1.2.9

            	
              Any
      time or date shall be construed as a reference to the time or date
      prevailing in England.

            


    

     

    
      	
               
      

            	
              1.2.10

            	
              If
      any event or payment under this Agreement must occur on a stipulated day
      which is not a Business Day, then the stipulated day will be taken to be
      the next Business Day.

            


    

     

    
      	
               
      

            	
              1.2.11

            	
              A
      reference in this Agreement to London Mining or Wits Basin (as the case
      may be) shall be deemed where the context permits to be or to include a
      reference to any permitted transferee under this Agreement (including in
      the case of Wits Basin, China Gold if it enforces its  security
      over the Shares held by Wits
Basin).

            


    

     

    
      	
              1.3

            	
              A
      reference in this Agreement to the transfer of any Share shall mean the
      transfer of either or both of the legal and beneficial ownership in such
      Share and/or the grant of an option to acquire either or both of the legal
      and beneficial ownership in such Share and the following shall be deemed
      (but without limitation) to be a transfer of a
  Share:-

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.3.1

            	
              any
      direction (by way of renunciation or otherwise) by a Shareholder entitled
      to an allotment or issue of any Share that such Share be allotted or
      issued to some person other than
himself;

            


    

     

    
      	
               
      

            	
              1.3.2

            	
              any
      sale or other disposition of any legal or equitable interest in a Share
      (including any voting right attached thereto) and whether or not by the
      registered holder thereof and whether or not for consideration or
      otherwise and whether or not effected by an instrument in writing;
      and

            


    

     

    
      	
               
      

            	
              1.3.3

            	
              any
      grant of a legal or equitable mortgage or charge over any
      Share.

            


    

     

    
      	
              1.4

            	
              In
      construing this Agreement, general words introduced by the word "other" shall not be
      given a restrictive meaning by reason of the
      fact that they are preceded by words indicating a particular class of
      acts, matters or things and general words shall not be given a restrictive
      meaning by reason of the fact that they are followed by particular
      examples intended to be embraced by the general
  words.

            


    

     

    
      	
              2.

            	
              BUSINESS
      OF THE COMPANY

            


    

     

    The
Business

    


    
      	
              2.1

            	
              The
      Business shall be:-

            


    

     

    
      	
               
      

            	
              2.1.1

            	
              the
      operation of the Target Entities and, following the completion of the
      acquisition of MZM pursuant to the MZM Equity Transfer Agreement (if
      applicable), MZM, whose main businesses are the mining, processing and
      sale of iron ore; and

            


    

     

    
      	
               
      

            	
              2.1.2

            	
              to
      do such other things as may be ancillary to any of the above or agreed
      from time to time in accordance with this
  Agreement.

            


    

     

    
      	
              2.2

            	
              Unless
      otherwise agreed by the Qualifying Shareholders, the Company shall not
      carry on any business other than the
Business.

            


    

     

    
      	
              3.

            	
              SHAREHOLDERS'
      UNDERTAKINGS

            


    

     

    Each of the Shareholders undertakes to
the other:-

    


    
      	
              3.1

            	
              to
      observe and perform its own obligations under this Agreement and give full
      effect to the provisions of this Agreement and (so far as it is able so to
      do by the exercise of voting rights in the Company and the power to
      appoint and remove directors of the Company and the Subsidiary Companies
      in accordance with this Agreement) to procure that the Company will and
      procure that each Subsidiary Company will at all times perform and observe
      all its obligations under this
Agreement;

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2

            	
              to
      procure that, in the case of a meeting of the Company, a duly authorised
      representative empowered to do all acts and make all decisions on its
      behalf in connection with such meeting, and in the case of a meeting of
      the Board, a Shareholder shall procure that a director nominated by it, or
      his alternate, shall at all reasonable times be available to attend
      relevant meetings of the Company or the Board or the board of each
      Subsidiary Company (as the case may be);
and

            


    

     

    
      	
              3.3

            	
              to
      disclose to the Company and the other Shareholders as soon as practicable
      after it becomes aware of the same, any information of a material nature
      relating to the Business of which it becomes
  aware.

            


    

     

    
      	
              4.

            	
              BOARD
      OF DIRECTORS

            


    

     

    Appointment
and removal of Directors

    


    
      	
              4.1

            	
              The
      number of Directors of the Company shall be not less than two and not more
      than five (or such higher number as shall be required to give effect to
      the provisions of this clause 4 or clause 6.5) unless otherwise agreed in
      writing by all of the Qualifying
Shareholders.

            


    

     

    
      	
              4.2

            	
              Subject
      to the receipt of any required regulatory
  approvals:

            


    

     

    
      	
               
      

            	
              4.2.1

            	
              subject
      also to clauses 4.2.3 and 6.5, each Shareholder shall be entitled, by
      serving written notice of appointment on the Company, to appoint from time
      to time one Director to the Board (and to any committee of the Board) for
      every 20% of the issued Shares held by it (each a "Percentage Threshold")
      and to remove or substitute from time to time any Director so appointed by
      it by serving written notice of such removal or substitution on the
      Company and, by serving written notice of appointment, to appoint from
      time to time another Director in place of any Director so removed or who
      vacates office for any reason;

            


    

     

    
      	
               
      

            	
              4.2.2

            	
              subject
      also to clauses 4.2.3, 4.2.4, 4.2.5, 4.2.6 and 4.10, each Qualifying
      Shareholder shall be entitled, by serving written notice of appointment on
      a Subsidiary Company, to appoint from time to time two Directors to the
      board of each Subsidiary Company (and to any committee of any such board)
      or such other number as the Qualifying Shareholders shall agree in writing
      and to remove or substitute from time to time any Director so appointed by
      it by serving written notice of such removal or substitution on the
      relevant Subsidiary Company and by serving written notice of appointment,
      to appoint from time to time another Director from time to time in place
      of any Director so removed or who vacates office for any
      reason;

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.2.3

            	
              subject
      also to clauses 4.2.4, 4.2.5, 4.3.3, 4.10, and 6.5, any 50% Shareholder
      shall be entitled by serving written notice of appointment or removal on
      the Company or relevant Subsidiary Company to appoint and remove from time
      to time such Directors to or from the Board and/or to or from the board of
      each Subsidiary Company (and to any committee of any such board) ("50% Notice") such that
      the 50% Shareholder has a majority of Directors appointed to the Board
      and/or the board of each Subsidiary (and to any committee of any such
      board) ("Majority
      Representation") and by serving written notice of appointment from
      time to time to remove any such appointed Director and replace him with
      any other Nominated Director.  This clause shall not entitle any
      50% Shareholder to serve a notice of removal on the Company or any
      Subsidiary Company in respect of a Nominated Director (other than in
      respect of a Director nominated by the 50% Shareholder) unless the
      articles of association of the relevant company prevent the appointment by
      the 50% Shareholder of such additional Directors required to give it a
      Majority Representation on the relevant
board;

            


    

     

    
      	
               
      

            	
              4.2.4

            	
              subject
      also to clauses 4.10 and 6.5, for so long as the articles of association
      of any Target Entity limits the number of directors appointed to the board
      of such Target Entities to three, each Qualifying Shareholder shall be
      entitled, by serving written notice of appointment on such Target Entity,
      to appoint from time to time 1 Director to the board of such Target Entity
      (and to any committee of any such board) and to remove or substitute from
      time to time any Director so appointed by it by serving written notice of
      such removal or substitution on the relevant Subsidiary Company and by
      serving written notice of appointment, to appoint from time to time
      another Director from time to time in place of any Director so removed or
      who vacates office for any reason;

            


    

     

    
      	
               
      

            	
              4.2.5

            	
              the
      Qualifying Shareholders agree that Lu Benzhao shall be appointed as a
      Non-Shareholder Director of the Target Entities. The Non-Shareholder
      Director shall be removed as a Director of the Target Entities in
      accordance with clause 4.5. The parties agree that for so long as the
      Non-Shareholder Director is appointed as a Director to the Target
      Entities, the Company and the Shareholders shall (so far as they are able)
      procure that:

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      Non-Shareholder Director shall receive from the Target Entities a monthly
      fee as agreed by the Qualifying Shareholders in respect of his role as a
      director of both of XNS and Sudan ("Director Fee") provided
      that, in the absence of agreement from London Mining, the Director Fee
      shall not be, in aggregate, in excess of US$0.5 million in 2009 and US$0.5
      million in 2010. There shall be no Director Fee payable in any subsequent
      year unless agreed in writing by each of the Qualifying
      Shareholders;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Director Fee shall be paid in US Dollars, however if regulatory
      requirements require that the Director Fee is paid in RMB, the Director
      shall be paid in RMB, using an exchange rate of US Dollars to RMB at the
      middle rate issued by the People's Bank of China on the date immediately
      prior to payment; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      amount or timing of payment of the Director Fee cannot be varied without
      the consent of each Qualifying Shareholder;
and

            


    

     

    
      	
               
      

            	
              4.2.6

            	
              subject
      also to clauses 4.10 and 6.5, following the amendment to the articles of
      association of the relevant Target Entity pursuant to clause 4.3.2 and for
      so long as Lu Benzhao is a Non-Shareholder Director of the relevant Target
      Entity, London Mining, so long as it is a Qualifying Shareholder, shall be
      entitled, by serving written notice of appointment on the relevant Target
      Entity, to appoint two directors to the board of the relevant Target
      Entity (and to any committee of the board) (in addition to the appointment
      rights of London Mining under clauses 4.2.1 to 4.2.4 and 6.5) and Wits
      Basin shall be entitled, so long as it is a Qualifying Shareholder, by
      serving written notice of appointment on the relevant Target Entity, to
      appoint 1 Director to the board of the relevant Target Entity (and to any
      committee of the board) (in addition to the appointment rights of Wits
      Basin under clauses 4.2.1 to 4.2.4) and each of London Mining and Wits
      Basin shall be entitled from time to time to remove such further directors
      so appointed and replace them with any other
  Director.

            


    

     

    
      	
              4.3

            	
              The
      Company (or the Company will procure that the relevant Subsidiary Company
      (as appropriate)) shall as soon as reasonably practicable after the date
      of this agreement:

            


    

     

    
      	
               
      

            	
              4.3.1

            	
              use
      its best endeavours to obtain any regulatory approvals required
      to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              appoint
      and remove Directors in accordance with clauses 4.2, 4.4 and 6.5;
      and

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              amend
      the memorandum and articles of association of any Subsidiary Company in
      accordance with clause 4.3.2 and clause
4.3.3;

            


    

     

    
      	
               
      

            	
              4.3.2

            	
              amend
      the articles of association of the Target Entities such that they permit
      the appointment of 4 or more Directors to the board of each Target Entity;
      and

            


    

     

    
      	
               
      

            	
              4.3.3

            	
              amend
      the articles of association of any Subsidiary Company (as applicable) such
      that they permit the appointment of a majority of Directors to the board
      of each Subsidiary Company in accordance with clause 6.5 or by a 50%
      Shareholder pursuant to clause 4.2.3 with effect from (or as soon as
      practicable following) a Shareholder becoming a 50%
      Shareholder.

            


    

     

    
      	
              4.4

            	
              Subject
      to clause 6.5, a Shareholder shall be obliged to remove
    from:

            


    

     

    
      	
               
      

            	
              4.4.1

            	
              the
      Board (and any relevant committee of the Board) such number of Directors
      appointed by it each time its holding of Shares decreases to below a
      Percentage Threshold such that the number of remaining Directors appointed
      by such Shareholder is commensurate with its revised percentage
      shareholding in accordance with clause 4.2. Any Shareholder whose holding
      of Shares decreases, for any reason, to less than 20% of the Shares shall
      cease to be entitled to appoint a Director and shall be obliged to remove
      all of its existing Directors appointed by it from the
    Board;

            


    

     

    
      	
               
      

            	
              4.4.2

            	
              the
      board of any Subsidiary Company (and any relevant committee of the board
      of a Subsidiary Company), any Director nominated by it under clause 4.2 if
      it ceases to be a Qualifying Shareholder;
and

            


    

     

    
      	
               
      

            	
              4.4.3

            	
              the
      Board or any board of any Subsidiary Company (and any relevant committee
      of such board), such Directors nominated by it under clause 4.2.3 to give
      effect to any 50% Notice if that Shareholder ceases to hold A Shares or B
      Shares which carry the right to exercise 50% of the votes ordinarily
      exercisable at a general meeting of
  Shareholders.

            


    

     

    
      	
              4.5

            	
              The
      Shareholders and the Company shall procure that the relevant shareholder
      of each Target Entity shall remove from the board of the Target Entity
      (and any associated committee) the Non-Shareholder Director on the earlier
      of the date that is 12 months following the date of this Agreement and as
      requested in writing by London Mining, or as otherwise agreed by the
      Qualifying Shareholders in writing.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              4.6

            	
              A
      Shareholder removing any of its Nominated Directors from the Board or any
      Subsidiary Company, shall be responsible for, and shall indemnify the
      Company or the Subsidiary Company (as applicable) and the other
      Shareholders, against any claim by any Director so removed for wrongful or
      unfair dismissal or redundancy or any other claim for compensation arising
      out of such removal or loss of
office.

            


    

     

    
      	
              4.7

            	
              Each
      Shareholder entitled to appoint a Director or Directors under clause 4.2
      may at any time elect to appoint observers instead of appointing
      directors, provided that no Shareholder may elect to appoint an observer
      instead of appointing a Director if it would result in the Board having
      less than the number of Directors required pursuant to clause
      4.1.

            


    

     

    
      	
              4.8

            	
              Other
      than in accordance with clauses 4.2 and 6.5, no Directors of the Company
      or any Subsidiary Company can be appointed or removed without the prior
      written consent of each Qualifying
Shareholder.

            


    

     

    
      	
              4.9

            	
              No
      Shareholder may exercise its voting or other powers in relation to the
      Company to remove a Nominated Director unless requested to do so by the
      Qualifying Shareholder which appointed the Nominated
    Director.

            


    

     

    
      	
              4.10

            	
              In
      respect of any appointment or removal of directors to the Company or any
      Subsidiary Company to be made pursuant to clauses 4 or 6.5, each party
      agrees to do all things necessary to give effect to such appointment or
      removal.

            


    

     

    Alternate
Directors

    


    
      	
              4.11

            	
              Each
      Nominated Director shall be entitled to appoint by written notice any
      person to be his alternate, and each Director or any such alternate shall
      not be required to hold any share qualification, shall not be subject to
      retirement by rotation and, with respect to any such alternate, shall not
      be removed except by the Nominated Director who appointed him. Any
      Director who is also appointed as an alternate shall be entitled to vote
      at a meeting of the Board or the board of each Subsidiary Company on
      behalf of the Director so appointing him in addition to being entitled to
      vote in his own capacity as a Director and in such circumstances his two
      votes shall be counted as votes from two Directors for the purposes of
      clause 4.17.

            


    

     

    
      	
              4.12

            	
              Any
      Director appointed under clauses 4.2 or 6.5 shall be entitled to pass to
      the Shareholder appointing him and any member of such Shareholder's Group
      full details of any information which may come into his possession as a
      Director of the Company or any Subsidiary
  Company.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Board
Meetings

    


    
      	
              4.13

            	
              Unless
      otherwise agreed in writing by the Nominated Directors of the relevant
      board, 10 Business Days' prior notice shall be given of each meeting of
      the Board or the board of each Subsidiary Company (except in the case of
      an emergency or in order to comply with any timetable laid down by this
      Agreement).  Notice of a meeting of the Board or the board of
      each Subsidiary Company shall be deemed to be properly given to a Director
      if it is given to him personally or sent in writing to him by email or
      facsimile transmission to such address or number as the Director may have
      notified to the Company or Subsidiary Company (as applicable) for this
      purpose or, if no such address or number has been notified, by first class
      pre-paid post (or by first class pre-paid airmail if from one country to
      another country) at his last known address or any other address given by
      him to the Company or Subsidiary Company (as appropriate) for this
      purpose.  Such notice shall, unless the Board or the board of
      the relevant Subsidiary Company otherwise determines, include an agenda of
      the business to be considered at that meeting. A Director may waive notice
      of any board meeting either prospectively or
    retrospectively.

            


    

     

    
      	
              4.14

            	
              The
      Board shall meet or convene a Board meeting as often and in such places as
      the Board shall decide, provided that, unless otherwise agreed by the
      Board, a Board meeting shall be held at least once every quarter at such
      place as the Board may agree in each year provided that a Director shall
      be entitled to attend the meeting by telephone.  The board of
      each Subsidiary Company shall meet or convene a board meeting as often and
      in such places as the relevant board shall decide provided that a Director
      shall be entitled to attend the meeting by
  telephone.

            


    

     

    
      	
              4.15

            	
              The
      quorum for any meeting of the Board or of the board of any Subsidiary
      Company shall be two and shall consist of at least one Nominated Director
      (or his alternate) appointed by each Qualifying Shareholder entitled to do
      so under clauses 4.2 or 6.5 and a quorum of Directors must be present
      throughout all meetings of the Board or the board of any Subsidiary
      Company except that a Nominated Director (or his alternate) shall not be
      required to be present for the discussion of any business in respect of
      which such Nominated Director is not entitled to attend or vote pursuant
      to clause 4.20 and the quorum for such meeting shall be altered
      accordingly.

            


    

     

    
      	
              4.16

            	
              If
      within half an hour from the time appointed for a meeting of the Board or
      a board of a Subsidiary Company a quorum of Directors is not present, or
      during a meeting a quorum of Directors ceases to be present, the meeting
      shall stand adjourned to the same day in the next week, at the same time
      and place, or to such other time and place as the Directors present may
      decide and at the adjourned meeting, any two Directors shall constitute a
      quorum.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              4.17

            	
              Subject
      to clause 4.11, each Director shall have one vote.  Subject to
      clause 4.18, a simple majority of votes cast by those Directors present
      and eligible to vote will be required to pass any resolution of the Board
      or the board of each Subsidiary
Company.

            


    

     

    
      	
              4.18

            	
              Subject
      to clauses 6.5 and 7.5.4, the Board and the board of directors of any
      Subsidiary, shall not have the power to carry out any of the Reserved
      Matters without prior written consent of the Qualifying Shareholders in
      accordance with clause 6.2.

            


    

     

    
      	
              4.19

            	
              For
      so long as the Non-Shareholder Director is appointed to the board of a
      Target Entity, subject to clause 4.2.3 having effect and subject to
      clauses 6.5 and 7.5.4, each Shareholder covenants that it shall procure
      that its Nominated Directors (if any) shall exercise their voting rights
      at any board meeting of such Target Entity to procure that all decisions
      of the board have the prior written consent of each of the Qualifying
      Shareholders. The parties agree that breach of this clause by a
      Shareholder shall constitute a material breach of this Agreement by that
      Shareholder.

            


    

     

    Conflicts
of Interest

    


    
      	
              4.20

            	
              No
      Director (or his alternate) shall be entitled to vote on any resolution
      concerning a matter in which he has a direct interest or duty which is
      material and which conflicts with the interests of the Company or any
      Subsidiary Company, and for the purposes of this clause 4.20, the
      interests of the Shareholder which appointed a Nominated Director shall be
      deemed to be the interests of the Nominated Director (and his alternate)
      so appointed provided that this clause 4.20 shall not apply to any matter
      if all the Nominated Directors have a conflict in respect of such matter
      and provided further that, subject to clause 4.23, such Director (and his
      alternate) shall still be entitled to receive notice of and attend and
      speak in respect of the business at any meeting in respect of which a
      resolution is proposed on which, by virtue of this clause 4.20, such
      Director is not entitled to vote.  For the avoidance of doubt,
      Wits Basin’s obligation to monitor and review the Operator’s performance
      shall not constitute a conflict of interest of Wits Basin or any Wits
      Basin Nominated Director (other than William Green) in connection with any
      resolution concerning the Operator absent any additional evidence of such
      conflict. However, to the extent that there is a resolution on a matter
      concerning the Operator and any Wits Basin Nominated Director is connected
      with the particular matter by virtue of being employed by, engaged by or
      otherwise affiliated with the Operator, that would give rise to a conflict
      of interest for the purpose of this
Agreement.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              4.21

            	
              For
      the purposes of clause 4.20, an interest of the Nominated Director who
      appointed an alternate or the Shareholder which appointed the relevant
      Nominated Director shall be treated as an interest of the alternate,
      without prejudice to any interest which the alternate otherwise has (but
      not vice versa).

            


    

     

    
      	
              4.22

            	
              A
      Director (or an alternate) shall not be entitled to attend and speak at
      such part of the meeting of the Directors at which it is proposed to
      discuss or vote on any matter upon which he (or if an alternate, the
      Nominated Director who appointed him) is not entitled to vote by virtue of
      clause 4.20 if the disclosure to such Director or his nominating
      Shareholder or his alternate of the specific commercial terms being
      discussed or voted upon could compromise the Company's ability or
      Subsidiary Company's ability to secure the most favourable commercial deal
      or where the information or proposals to be discussed or voted upon at the
      meeting directly relate to a dispute between the Company or any Subsidiary
      Company and the Shareholder which appointed the Nominated Director or a
      member of the respective Shareholder's
Group.

            


    

     

    
      	
              4.23

            	
              All
      of the Directors present at a meeting of the Board or the board of a
      Subsidiary Company shall together determine in good faith whether any
      Director is or is not eligible to vote in accordance with this clause 4 or
      is or is not eligible to attend in accordance with clause 4.22 and, unless
      the vote of the conflicted Director would not affect the decision of the
      Board or the board of a Subsidiary Company reached in accordance with
      clause 4.17, in the absence of agreement a dispute shall be deemed to have
      arisen and the provisions of clause 14 shall
  apply.

            


    

     

    Chairman

    


    
      	
              4.24

            	
              The
      Qualifying Shareholders agree that the first Chairman of the Board shall
      be Stephen D. King, who shall be appointed for a term of two years from
      the date of this Agreement subject to his being a Nominated Director
      throughout that term.  Thereafter, the Qualifying Shareholders
      shall co-operate to appoint one of the Nominated Directors to be Chairman
      of the Board who shall be appointed for such term as the Qualifying
      Shareholders shall agree from time to time.  If no such
      appointment is agreed on the expiry of the term of Stephen D. King, the
      Qualifying Shareholders shall procure that the Chairman of the Board shall
      be appointed for successive terms of two years (or such other terms as the
      Qualifying Shareholders shall from time to time agree) from among the
      Nominated Directors appointed by each of the Qualifying Shareholders in
      rotation, starting with London
Mining.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Directors'
Expenses

    


    
      	
              4.25

            	
              The
      Company (or the Company will procure that the relevant Subsidiary Company
      as the case may be) shall pay the Shareholders monthly in arrears, all
      out-of-pocket expenses properly incurred by their respective Nominated
      Directors (or alternates) in connection with the performance of their
      duties as directors (together with VAT or any similar tax if applicable
      thereon).  Unless the Qualifying Shareholders otherwise all
      agree, none of the Nominated Directors shall be entitled to a fee for
      acting as a director, for attending to its business or for attending
      meetings of any board (or committee) meeting of the Company or any
      Subsidiary Company.

            


    

     

    Subsidiary
Company

    


    
      	
              4.26

            	
              The
      Shareholders agree that the provisions of clause 4 relating to board
      meetings of Subsidiary Companies can be varied with the prior written
      consent of the Qualifying Shareholders and otherwise each of the Company
      and each Shareholder undertakes to procure, so far as legally possible,
      that the constitution of the boards of the Subsidiary Companies and the
      proceedings of meetings of the board (and committees) of any Subsidiary
      Company reflects clauses 4 and 6.5.

            


    

     

    
      	
              5.

            	
              PROVISION
      OF INFORMATION

            


    

     

    
      	
              5.1

            	
              The
      Company agrees with the Shareholders that it will introduce and maintain
      effective and appropriate control systems in relation to the financial,
      accounting and record-keeping functions of the Group and will keep the
      Board and the Shareholders informed of the progress of each Group
      Company's business and affairs and in particular
  will:-

            


    

     

    
      	
               
      

            	
              5.1.1

            	
              procure
      that the Qualifying Shareholders are given such information and such
      access to the officers, employees and premises of the Group as such
      Qualifying Shareholder may reasonably require for the purposes of enabling
      it to monitor its investment in the Company and the development of the
      Group and to enable it to comply with rules of any exchange on which such
      Shareholder is listed; and

            


    

     

    
      	
               
      

            	
              5.1.2

            	
              direct
      the Company's auditors from time to time to provide direct to the
      Qualifying Shareholders such information as such Qualifying Shareholder
      may reasonably request for the purposes of enabling them to monitor their
      investment in the Company and the development of the Group or to satisfy
      the requirements of Oslo Axess, or any other securities exchange on which
      the Qualifying Shareholder or any member of the Qualifying Shareholder's
      Group is listed or seeks a listing.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
              5.2

            	
              Without
      prejudice to the generality of clause 5.1, the Company agrees with the 20%
      Shareholders that it will prepare and send to them or as they may direct
      (all in such form and detail as is specified by them or as is approved by
      the Board):-

            


    

     

    
      	
               
      

            	
              5.2.1

            	
              the
      Management Information for each monthly accounting period, as soon as
      reasonably practicable following, and in any event within three weeks of,
      the end of the relevant month;

            


    

     

    
      	
               
      

            	
              5.2.2

            	
              the
      audited consolidated accounts of the Group (together with the notes to
      those accounts and the Directors' report and auditors' report on those
      accounts), as soon as reasonably practicable following, and in any event
      within three months of, the end of the financial year to which they
      relate;

            


    

     

    
      	
               
      

            	
              5.2.3

            	
              minutes
      of each board meeting of any Group Company (and of each committee meeting
      of any such board), as soon as reasonably practicable following, and in
      any event within two weeks of, such
meeting;

            


    

     

    
      	
               
      

            	
              5.2.4

            	
              immediately
      on the Company or any Subsidiary Company becoming aware of them, written
      details of any circumstances which will or
  might:-

            


    

     

    
      	
               
      

            	
              (a)

            	
              cause
      any actual or prospective material adverse change in the financial
      position, prospects, assets or business of any Group Company;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              materially
      adversely affect the Company's ability to perform its obligations under
      this Agreement or any Group Company's ability to perform its obligations
      under any material contract to which it is a party;
  and

            


    

     

    
      	
               
      

            	
              5.2.5

            	
              no
      later than 30 Business Days before the start of each financial period of
      the Company, the budget and financial plans for the Group in respect of
      such financial period including the projected income, costs, capital
      expenditure and cash flows of the Group for each month of the relevant
      financial period and shall specify the key assumptions used and/or adopted
      in respect of such projections (the "Annual Budget") and
      thereafter the Directors and the Qualifying Shareholders shall meet to
      discuss the draft Annual Budget in good faith with a view to the Company
      adopting the Annual Budget for the relevant financial period prior to the
      start of that period, provided that the Board shall not adopt any Annual
      Budget which has not been approved in writing by each of the Qualifying
      Shareholders.  If and for so long as no Annual Budget has been
      approved and adopted in respect of any financial period, then for the
      duration of such period, the last Annual Budget adopted in accordance with
      this Agreement, or the Business Plan in respect of any year prior to the
      adoption of the first Annual Budget, shall apply in respect of that
      financial period.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
              5.3

            	
              If
      the Company shall be in breach of any of its obligations under clauses 5.1
      or 5.2 then (without prejudice to any other rights which each Qualifying
      Shareholder may have in respect of such breach) any of the Qualifying
      Shareholders shall be entitled (at the cost of the Company) to appoint a
      firm of accountants to obtain, prepare and deliver to it any documents or
      information that the Company has failed to obtain, prepare or
      deliver.  For this purpose, the Company shall (and shall procure
      that each Subsidiary Company shall) promptly make available all its books
      and records to the relevant Qualifying Shareholder and/or such firm of
      accountants, each of whom shall be entitled without further authority to
      enter into and remain on any Group Company's premises for the purpose of,
      or in connection with, preparing such
items.

            


    

     

    
      	
              6.

            	
              CONDUCT
      OF BUSINESS

            


    

     

    Management
of the Group

    


    
      	
              6.1

            	
              Subject
      to this clause 6, the day to day management of the Group will be vested in
      the Operator pursuant to the Operator Agreement.  Wits Basin
      undertakes and covenants to the Company and the other Shareholders, in
      accordance with the terms of the Monitoring Agreement, to monitor and
      review the Operator's performance under the Operator Agreement on behalf
      of the Company and to notify the Company, London Mining and the other
      Shareholders if Wits Basin becomes aware that the Operator has committed,
      or has taken steps which are reasonably likely to give rise to a breach
      (excluding any non-material breach) of the Operator
    Agreement.

            


    

     

    
      	
              6.2

            	
              Subject
      to clauses 6.5 and 7.5.4, the Company undertakes to and covenants with
      each of the Shareholders that it shall not, and each Shareholder
      undertakes to and covenants with the other Shareholders that it shall
      exercise and procure that its Nominated Directors (if any) shall exercise
      their voting rights in the Company to procure (so far as they are able)
      that the Company shall not, and no Subsidiary Company shall, without the
      prior written consent of each of the Qualifying Shareholders expressly
      given for the purpose of this clause 6.2, carry out or agree (whether or
      not subject to the fulfilment of any conditions) to carry out any of the
      Reserved Matters.

            


    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

    
      	
              6.3

            	
              The
      Company agrees with the Shareholders to procure that each Subsidiary
      Company will comply with the obligations and restrictions contained in
      clause 6.2 and Schedule 1.

            


    

     

    
      	
              6.4

            	
              For
      the purposes of clause 6.2, a Qualifying Shareholder's consent may be
      validly given by a Nominated Director appointed by such Qualifying
      Shareholder if the Nominated
Director:

            


    

     

    
      	
               
      

            	
               6.4.1

            	
              gives
      his consent in writing to the Board or board of the relevant Subsidiary
      Company; or

            


    

     

    
      	
               
      

            	
               6.4.2

            	
              signs
      a written resolution of the Board or board of the relevant Subsidiary
      Company or signs the minutes of the meeting of the Board or board of the
      relevant Subsidiary Company approving the relevant transaction or
      matter.

            


    

     

    
      	
              6.5

            	
              Subject
      to clause 6.6, if in the reasonable opinion of the Company or London
      Mining, the Group is not at any time achieving the Business Plan or any
      member of the Group is breaching or is likely to breach the terms of any
      Third Party Funding (as defined in clause 7.5.2), the Company shall
      procure that the Operator shall take all necessary steps promptly to
      remedy such matter (if capable of remedy by the Operator) and if not
      remedied within 30 Business Days (the "Operator Remedy
      Period") of notice from the Company to the reasonable satisfaction
      of London Mining then, Wits Basin shall use its best endeavours to remedy
      such matter (if capable of remedy) within a further 30 Business Day period
      (the "Wits Basin Remedy
      Period").  If Wits Basin shall fail to remedy the matter
      to the reasonable satisfaction of London Mining, London Mining shall be
      entitled, at its sole discretion, to take such reasonable action to remedy
      the matter and Wits Basin shall, for the purpose of giving effect to this
      sentence, be deemed irrevocably to have given all consents necessary in
      accordance with clauses 4.19 and 6.2 to any matters proposed by London
      Mining to the extent necessary to remedy the matter. Further, if Wits
      Basin shall fail to remedy the matter to the reasonable satisfaction of
      London Mining, London Mining shall be entitled to appoint a majority of
      the Directors to the Board and to the board of each Subsidiary Company
      from the time it provides written notice of its intent to remedy the
      matter until the matter is resolved to the reasonable satisfaction of
      London Mining.  Notwithstanding the foregoing, if London Mining
      is reasonably required to take action to remedy a matter three or more
      times (whether arising from the same or different circumstances, provided
      that multiple actions to remedy a single matter shall constitute one
      remedy), it shall be entitled, in its sole discretion to appoint a
      majority of the Directors to the Board and to the board of each Subsidiary
      Company until such time as London Mining ceases to be a 20% Shareholder.
      While London Mining has appointed a majority of the Directors to the Board
      under the provisions of this clause 6.5, clauses 4.2.3 and 4.19 shall not
      apply.  If London Mining ceases to be a 20% Shareholder, the
      other provisions of this Agreement suspended by this clause 6.5 will
      continue to apply in accordance with their
  terms.

            


    


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    
      	
              6.6

            	
              If
      in the reasonable opinion of London Mining, the length of the Operator
      Remedy Period and Wits Basin Remedy Period is likely to cause irreparable
      harm to the Business, London Mining shall reduce the Operator Remedy
      Period and Wits Basin Remedy Period to a length it considers, acting
      reasonably, to be appropriate.

            


    

     

    
      	
              6.7

            	
              In
      the event Wits Basin or London Mining is required to take action pursuant
      to clause 6.5, the expenses incurred on behalf of the Company or any other
      member of the Group in connection with their duties shall be paid by the
      Company (or in the event Wits Basin or London Mining incurs such expenses,
      it shall be reimbursed by the Company) as soon as practicable after
      presentation of such valid invoices and other documentation as are
      reasonably required by the Company; provided
  that:

            


    

     

    
      	
               
      

            	
               6.7.1

            	
              to
      the extent reasonably permitted, Wits Basin or London Mining (as
      applicable) shall promptly notify the Company and the other shareholders
      of any material expenses anticipated in connection with the performance of
      such actions; and

            


    

     

    
      	
               
      

            	
               6.7.2

            	
              any
      expenses of in aggregate US$100,000 or more must have the prior written
      approval of the Company before being incurred by London Mining or Wits
      Basin on behalf of a member of the Company's
  Group.

            


    

     

    
      	
              6.8

            	
              For
      the avoidance of doubt, any costs associated with time spent by management
      of either Wits Basin or London Mining in connection with any action taken
      pursuant to clause 6.5 shall not constitute an expense that is covered by
      the reimbursement mechanism in clause
6.7.

            


    

     

    
      	
              6.9

            	
              Wits
      Basin shall meet all its obligations under the Consulting Agreement,
      including in respect of the provisions dealing with the issue of shares in
      Wits Basin to Lu Benzhao.

            


    

     

    
      	
              6.10

            	
              The
      Company shall, and the Shareholders shall procure, so far as they are
      able, that the Company shall:

            


    

     

    
      	
               
      

            	
               6.10.1

            	
              meet
      its obligations under the Promissory
Note;

            


    

     

    
      	
               
      

            	
               6.10.2

            	
              make
      the Retained Consulting Payment (or such part as is payable) to Lu Benzhao
      to the extent payable under the Consulting Agreement,
  and

            


    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               6.10.3

            	
              not
      use the US$2 million subscribed by London Mining for the purpose of paying
      the Retained Consulting Payment for any reason other than paying the
      Retained Consulting Payment provided that if the Retained Consulting
      Payment (or any part of it) is not payable to Lu Benzhao under the terms
      of the Consulting Agreement ("Retained Sum"), the
      Retained Sum shall be applied to the operations of the Business as working
      capital or as otherwise agreed in writing by the
  parties,

            


    

     

    provided
that nothing in this provision creates any obligation on any Shareholder to
provide further finance to the Group unless otherwise agreed in accordance with
this Agreement.

     

    LM
Management Fee

    


    
      	
              6.11

            	
              Until
      such time (the "LM Fee
      Termination Date") as the holders of A Shares have received in
      aggregate, a net amount after withholding and business tax of US$44.5
      million by distributions from the Company (whether by dividends,
      distributions, return of capital or other means (and including any amounts
      received by dividend, distribution, return of capital or other means by
      holders of A Shares in respect of any B Shares acquired from time to
      time)), but excluding by way of any LM Management Fee and any
      reimbursement of out-of-pocket expenses) (such aggregated amount received
      being referred to as the ("Repayment Amount"), the
      Company shall procure the payment by MXM (or such other member of the
      Group as the Qualifying Shareholders shall agree) of a fee (the "LM Management Fee") to
      London Mining (or such other member of its Shareholder's Group as London
      Mining shall nominate) in accordance with clauses 6.12 to 6.22 in
      consideration for the provision of consulting and management services
      ("Services") by
      London Mining (or such other member of its Shareholder's Group as London
      Mining may determine) to the Target Entities and such other members of the
      Group as the Qualifying Shareholders shall
  agree.

            


    

     

    
      	
              6.12

            	
              Subject
      to clause 6.13, until the LM Fee Termination Date, the LM Management Fee
      shall be due and payable, in cash and in arrears, in the following
      amounts:

            


    

     

    
      	
               
      

            	
               6.12.1

            	
              a
      net amount after withholding tax or business tax of US$5,500,000 on the
      date that is twelve months following the date of this Agreement;
      and

            


    

     

    
      	
               
      

            	
               6.12.2

            	
              a
      net amount after withholding tax or business tax of US$4,500,000 on each
      subsequent anniversary of the date of this
  Agreement.

            


    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    
      	
              6.13

            	
              The
      LM Management Fee shall be paid in US Dollars, however if regulatory
      requirements require that the LM Management Fee is paid in RMB, the LM
      Management Fee shall be paid in RMB, using an exchange rate of US Dollars
      to RMB at the middle rate issued by the People's Bank of China on the
      Business Day before the relevant payment date (as set out in clause
      6.12).

            


    

     

    
      	
              6.14

            	
              The
      LM Management Fee shall accrue on a daily basis from the date of this
      Agreement, shall be paid to London Mining every 6 months, commencing on
      the date that is 6 calendar months after the date of this Agreement (each
      such date being a "Payment Date"). On the
      date London Mining receives the Repayment Amount (if such date is not a
      Payment Date), the LM Management Fee for the relevant 6 month period shall
      be pro-rated up to and including the date of payment and paid to London
      Mining within 5 days of receiving the Repayment Amount.  For the
      avoidance of doubt if London Mining receives the Repayment Amount on a
      Payment Date, it shall receive the LM Management Fee payable on that
      Payment Date.

            


    

     

    
      	
              6.15

            	
              If:

            


    

     

    
      	
               
      

            	
               6.15.1

            	
              London
      Mining receives the Repayment Amount within 3 years of the date of the
      Shareholders' Agreement ("Fee Adjustment Date");
      and

            


    

     

    
      	
               
      

            	
               6.15.2

            	
              at
      the Fee Adjustment Date there is a material change in the relative net
      present value of the A Shares owned by London Mining (by reference to the
      number of A Shares held by London Mining at the date of London Mining's
      Subscription) ("LM
      NPV") when compared to the net present value of the B Shares owned
      by Wits  Basin (by reference to the number of B Shares held by
      Wits Basin at the date of London Mining's Subscription) ("WB NPV"), in each case
      calculated on the basis set out in clause 6.16 (such new NPVs being "Adjusted NPVs"), such
      that the LM NPV has increased so that it is greater than the WB NPV as set
      out in the approved Business Model as at the date of this Agreement (such
      excess being the "LM
      Excess"),

            


    

     

    the
parties agree that London Mining shall repay to Wits Basin the Fee Repayment
Amount.

     

    
      	
              6.16

            	
              For
      the purposes of clause 6.15:

            


    

     

    
      	
               
      

            	
               6.16.1

            	
              the
      Adjusted NPVs shall be calculated using the following
    formula:

            


    

     

    

    


     where:


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    Ct = net cash
flows for the Group each year, for a 12 year period ("Cash Flow Period"), relating
to MXM, NSM and MZM (and for the avoidance of doubt excluding any cash flows
relating to any mines, mining operations or other companies acquired or operated
by any member of the Group after the date of this Agreement)

     

    C0 = the
amount of the "Initial Cost Investment" as that is set out in the approved
Business Plan as at the date of this Agreement

     

    R =
Discount rate of 20%

     

    T = cash
flow period

     

    and on
the following basis:

     

    
      	
               
      

            	
               (a)

            	
              the
      number of shares held by each of London Mining and Wits Basin shall
      reflect the shareholdings as at the date of London Mining's Subscription;
      and

            


    

     

    
      	
               
      

            	
               (b)

            	
              the
      Adjusted NPVs shall be calculated at t0
      (that is the date of this Agreement) and shall include (based on
      the audited accounts of the Group) the actual net cash flows received in
      the period up to the Fee Adjustment Date and the forecast net cash flows
      for the remainder of the Cash Flow Period after the Fee Adjustment
      Date;

            


    

     

    
      	
               
      

            	
               6.16.2

            	
              the
      Fee Repayment Amount shall be an amount
      equal to 50 per cent of the LM Excess and shall be capped at an amount
      equal to the aggregate LM Management tax which London Mining receives in
      the financial year in which the Fee Repayment Amount is
    due.

            


    

     

    
      	
              6.17

            	
              London
      Mining and Wits Basin shall use reasonable endeavours to agree the WB NPV
      Shortfall and the Fee Repayment Amount within 15 Business Days of the Fee
      Adjustment Date; or, in default of agreement within 20 Business Days of
      the Fee Adjustment Date London Mining or Wits Basin may refer the matters
      set out in clauses 6.15 and 6.16 to an Independent Valuer for a
      resolution.  The decision of the Independent Valuer shall, save
      in the case of manifest error, be final and binding on the parties. The
      Independent Valuer shall be instructed to determine the WB NPV Shortfall
      and the Fee Repayment Amount on the basis set out in clauses 6.15 and
      6.16.

            


    

     

    
      	
              6.18

            	
              The
      parties agree to work together to establish a tax efficient means of
      paying the LM Management Fee and giving effect to clauses 6.11 to
      6.22.

            


    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    
      	
              6.19

            	
              The
      parties shall use best endeavours to enter into, and to procure that MXM
      (and/or such other member of the Group as the parties shall agree) enters
      into, a services agreement setting out the terms of the LM Management Fee
      and the Services in a form reasonably acceptable to London Mining (each
      being a "LM Services
      Agreement") within 40 Business Days of the date of this Agreement
      and to procure that all regulatory approvals for such agreement are
      obtained. For the avoidance of doubt failure to agree the terms of any LM
      Services Agreement in accordance with this clause 6.19 shall not affect
      any of the other obligations in clauses 6.11 to
  6.22.

            


    

     

    
      	
              6.20

            	
              All
      amounts paid under the LM Management Fee are inclusive of any applicable
      sales or value added tax levied on or payable in connection with the
      services to be provided by London Mining under the LM Services
      Agreement.

            


    

     

    
      	
              6.21

            	
              The
      Company shall procure that all payments by MXM (or such other member of
      the Group as the parties shall agree) under the LM Management Fee shall be
      made without set off or counterclaim, free and clear of any deduction or
      withholding of any kind.

            


    

     

    
      	
              6.22

            	
              If
      MXM (or such other member of the Group as the parties shall agree) is
      required by law to make any deduction or withholding from any payment
      under the LM Management Fee, whether on account of tax or otherwise, the
      Company shall procure that the sum due from it in respect of such payment
      shall be increased to the extent necessary to ensure that, after the
      making of such deduction or withholding, London Mining receives and
      retains (free from any liability in respect of any such deduction or
      withholding) a net sum equal to the sum which it would have received had
      no deduction or withholding been made or been required to be made. The
      Company shall procure that MXM (or such other member of the Group as the
      parties shall agree) shall promptly supply London Mining with evidence
      satisfactory to London Mining that it has accounted to the relevant
      authority for any sum deducted or
withheld.

            


    

     

    Acquisition
Structure

    


    
      	
              6.23

            	
              Wits
      Basin shall use best endeavours to procure an amendment to the NSM Equity
      Transfer Agreement together with any applicable regulatory and
      governmental approval (including from MOFCOM) or implementation of such
      other structure as agreed in writing by London Mining and as shall be
      permitted by law, such that HKCo's obligation to pay any consideration to
      Lu Benzhao outstanding as at the date of this Agreement under the NSM
      Equity Transfer Agreement ("Outstanding Sudan
      Consideration") is deferred such that it is not payable until the
      earlier to occur of the expiry
of:

            


    


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               6.23.1

            	
              in
      the case of the first deferred payment of US$6 million, a 12 month period
      after the date of this Agreement or in the case of the second deferred
      payment of US$11 million, a 24 month period after the date of this
      Agreement; and

            


    

     

    
      	
               
      

            	
               6.23.2

            	
              the
      date on which the Company or HKCo receives Third Party Funding in
      accordance with clause 7.3 to fund the Outstanding Sudan
      Consideration.

            


    

     

    
      	
              6.24

            	
              Wits
      Basin shall use best endeavours to procure an amendment to the MZM Equity
      Transfer Agreement together with any applicable regulatory and
      governmental approving (including from MOFCOM) such that the consideration
      payable to Lu Benzhao under the MZM Equity Transfer Agreement ("MZM Consideration") is
      deferred so that it is not payable until the earlier to occur of the
      expiry of:

            


    

     

    
      	
               
      

            	
               6.24.1

            	
              in
      the case of approximately US$5.83 million, a 4 year period after the date
      of this Agreement; and in the case of approximately US$5.83 million, a 5
      year period after the date of this Agreement;
  and

            


    

     

    
      	
               
      

            	
               6.24.2

            	
              the
      date on which the Company or HKCo receives Third Party Funding in
      accordance with clause 7.3 to fund the MZM
  Consideration.

            


    

     

    
      	
              6.25

            	
              Each
      of the Company and the Shareholders shall use best endeavours to take all
      such action, and to procure that HKCo shall take all such action, as may
      be reasonably required to satisfy the conditions precedent under the MZM
      Equity Transfer Agreement.

            


    

     

    
      	
              6.26

            	
              Wits
      Basin shall be deemed irrevocably to have given all consents and approvals
      necessary in accordance with this Agreement to complete the MZM Equity
      Transfer Agreement and for the Company or any member of its Group to carry
      out any steps required to develop MZM and its operations such that MZM has
      an ongoing production rate as set out in the Business Plan approved as at
      the date of this Agreement.

            


    

     

    
      	
              7.

            	
              FINANCE

            


    

     

    
      	
              7.1

            	
              No
      Shareholder shall be under any obligation or liability to provide or
      procure any further finance to any Group Company or provide or procure any
      guarantee or indemnity in respect of such finance and shall not have any
      liability for any other Shareholder's
  obligations.

            


    

     

    
      	
              7.2

            	
              The
      Company shall use its best endeavours to procure Third Party Funding as
      soon as possible after the date of this Agreement to meet capital
      expenditure requirements as set out in the Business Plan for the purpose
      of maximising cash flow available for the payment of dividends to
      Shareholders, to be paid in accordance with clause 15 of the
      Agreement.

            


    


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    
      	
              7.3

            	
              Wits
      Basin shall use its best endeavours to procure Third Party Funding as soon
      as possible after the date of this Agreement to meet any Outstanding Sudan
      Consideration payments, any payments of MZM Consideration and any Matang
      Development Costs. Such Third Party Funding shall be on terms reasonably
      satisfactory to London Mining. London Mining agrees that it will not
      unreasonably withhold its consent to the Third Party Funding provided that
      the relevant terms are arms length and reasonable terms available to the
      market.

            


    

     

    
      	
              7.4

            	
              The
      Shareholders shall be under no obligation to give guarantees or
      indemnities of any nature to or in favour of any Group Company or to or in
      favour of any other person in respect of any obligations or liabilities of
      any Group Company.

            


    

     

    
      	
              7.5

            	
              The
      Shareholders agree that the Board shall ensure that the Company shall use
      its reasonable commercial endeavours to procure that the future financial
      requirements of the Group, as set out in the last Annual Budget approved
      by the Qualifying Shareholders as contemplated by clause 5.2.5, are
      provided for and are met from:-

            


    

     

    
      	
               
      

            	
               7.5.1

            	
              first,
      the Group's own resources;

            


    

     

    
      	
               
      

            	
               7.5.2

            	
              subject
      to clause 7.6, thereafter from banks and other third party sources ("Third Party Funding")
      provided that no Third Party Funding shall permit any prospective lender a
      right to participate in the equity share capital of the Company (save with
      the prior written consent of the Qualifying Shareholders) and that any
      security required in respect of such finance shall, if possible, only be
      provided by the Company and any member of the Group which shall, if
      necessary and if so agreed by the Board and the Qualifying Shareholders,
      be empowered to mortgage, charge, pledge or otherwise encumber their
      assets as security for such
finance;

            


    

     

    
      	
               
      

            	
               7.5.3

            	
              thereafter,
      from the Shareholders subscribing for further B Shares on a pro rata basis
      at a price to be agreed by the Qualifying Shareholders;
  and

            


    

     

    
      	
               
      

            	
               7.5.4

            	
              finally,
      if any Shareholder is unwilling or unable to subscribe for B Shares in
      accordance with clause 7.5.3 (the "Non-Contributing
      Shareholder"), from the remaining Shareholders subscribing for B
      Shares at a price to be agreed by the Qualifying Shareholders, or if no
      agreement on price is reached, at a price to be determined by an
      Independent Valuer.  The decision of the Independent Valuer
      shall, save in the case of manifest error, be final and binding on the
      parties.  The Non-Contributing Shareholder shall, for the
      purpose of giving effect to this clause 7.5.4, be deemed irrevocably to
      have given all consents necessary in accordance with clause 6.2 and shall
      instruct any Nominated Directors appointed by it to approve all
      resolutions to give effect to clause 7.5.4 and shall attend and vote in
      favour of all resolutions proposed at any general meeting and required to
      give effect to clause 7.5.4.

            


    

     

    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    
      	
              7.6

            	
              Each
      of the 20% Shareholders shall have the right to provide debt finance on
      the same terms as the Third Party Funding as an alternative to such
      funding.  The Company shall provide the 20% Shareholders with
      details of the material terms applicable to the proposed Third Party
      Funding and afford the 20% Shareholders a reasonable period of time (being
      not less than 15 Business Days) within which to commit in writing to match
      such financing terms in all material respects.  If more than one
      of the 20% Shareholders decide to provide funding, and the total amount of
      funding exceeds the Company's requirements, such offers of funding shall
      be treated as offered by such 20% Shareholders in proportion (as nearly as
      may be) to their existing holdings of Shares.  The Company shall
      not permit the provision of Third Party Funding on terms more favourable
      than those notified to the 20% Shareholders in accordance with this clause
      and to the extent that financing is to be provided by a 20% Shareholder,
      enter into financing documents on terms and conditions no more onerous
      than those which would have been required under the Third Party
      Funding.

            


    

     

    
      	
              8.

            	
              VOTING
      RIGHTS

            


    

     

    
      	
              8.1

            	
              The
      voting rights attached to the Shares shall be as
  follows:-

            


    

     

    
      	
               
      

            	
               8.1.1

            	
              on
      a resolution to be passed at a general meeting of the Company on a show of
      hands, every member present in person or by proxy or (being a corporation)
      is present by a duly authorised representative shall have one
      vote;  and

            


    

     

    
      	
               
      

            	
               8.1.2

            	
              on
      a resolution to be passed at a general meeting of the Company on a poll,
      every member present in person or by proxy or (being a corporation) is
      present by a duly authorised representative, shall have one vote per
      Share.

            


    

     

    
      	
              8.2

            	
              No
      business shall be transacted at any general meeting or at any adjourned
      meeting unless a quorum of Shareholders is present at the time when the
      meeting proceeds to business and for its duration.  The quorum
      for a general meeting will be two members either attending in person or by
      proxy or (being a corporation) is present by a duly authorised
      representative, provided that each Qualifying Shareholder is
      represented.

            


    

     

    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    
      	
              8.3

            	
              If
      within half an hour from time appointed for the meeting a quorum is not
      present, or if during a meeting a quorum ceases to be present, the general
      meeting shall stand adjourned to the same day in the next week, at the
      same time and place, or to such other time and place as the Shareholders
      present may decide. The quorum for any adjourned general meeting will be
      any two members either attending in person or by proxy or (being a
      corporation) present by a duly authorised
  representative.

            


    

     

    
      	
              8.4

            	
              The
      Deferred Shares shall carry no right to receive written notice of general
      meetings of the Company or the right to attend or vote on
      them.

            


    

     

    
      	
              9.

            	
              TRANSFERS
      AND ALLOTMENTS OF SHARES

            


    

     

    Transfers

    


    
      	
              9.1

            	
              Subject
      to clause 9.5, each Shareholder agrees that it will not, during the Term,
      without the consent of the Qualifying Shareholders effect a transfer of
      any of its Shares or Deferred Shares other than a transfer of Shares held
      by Wits Basin in accordance with clause 13 or the terms of the Second
      Amended and Restated Share Pledge
Agreement.

            


    

     

    
      	
              9.2

            	
              Each
      Shareholder agrees that it will not, without the consent of the Qualifying
      Shareholders create or allow to be created any claim, charge, lien,
      encumbrance or equity on or over or affecting any of its Shares or
      Deferred Shares, other than an equitable charge over the Shares held by
      Wits Basin in favour of China Gold in accordance with the Second Amended
      and Restated Share Pledge
Agreement.

            


    

     

    Deeds
of Adherence

    


    
      	
              9.3

            	
              Subject
      to clause 9.4, no transfer or allotment of any Shares shall be made unless
      the transferee or allottee shall have first executed a Deed of Adherence
      in the form set out in Schedule 2 and the parties agree that, having
      executed such Deed of Adherence, the transferee or allottee (as the case
      may be) shall be bound by, and shall be entitled to the benefit of, the
      provisions of this Agreement, subject to and in accordance with the terms
      of the relevant Deed of Adherence, as if they had been named as a party to
      this Agreement in such capacity as shall be referred to in the Deed of
      Adherence.

            


    

     

    
      	
              9.4

            	
              No
      Deed of Adherence need be executed
where:

            


    

     

    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               9.4.1

            	
              the
      transferee is already a party to this Agreement (in the same capacity as
      that in which the transferor is a party in respect of the Shares in
      question); or

            


    

     

    
      	
               
      

            	
               9.4.2

            	
              the
      allottee is already a party to this Agreement (in the same capacity as
      that in which the allottee is to be allotted the Shares in
      question).

            


    

     

    Intra
Group Transfers

    


    
      	
              9.5

            	
              At
      any time after the date of this Agreement, each Shareholder may transfer
      to one or more wholly-owned members of its Group (the "Intra Group
      Transferee") all of its Shares and the relevant Shareholder shall
      provide notice to the other Shareholders immediately upon any such
      transfer, provided that if following the transfer the Intra Group
      Transferee ceases to be a wholly-owned member of the relevant
      Shareholder's Group, the relevant Shareholder shall give notice to the
      Qualifying Shareholders any of whom shall have the right to require the
      Shares to be transferred back to the Shareholder or a wholly-owned member
      of its Group within 30 Business Days of the relevant Qualifying
      Shareholder's notice.

            


    

     

    Pre-emption
on transfers following the Term

    


    
      	
              9.6

            	
              The
      Shareholders agree that following the end of the Term, each Shareholder is
      entitled to sell all its Shares in accordance with clauses 9 to 12 (but
      not part of its shareholding except with the written consent of the
      Qualifying Shareholders or pursuant to the pre-emption provisions
      contained in clauses 9.7 to 9.15 (inclusive) or under clauses 10 or
      12).

            


    

     

    
      	
              9.7

            	
              Except
      in relation to any transfer pursuant to clause 9.5 or by the Other
      Shareholders (as defined in clause 9.9) pursuant to the tag along
      provisions in clauses 9.16 to 9.19, or as part of a Quotation in
      accordance with clause 10, or by Accepting Shareholders (as defined in
      clause 11.1) pursuant to clause 11, or pursuant to clause 12, following
      the end of the Term every holder of Shares who wishes to transfer any
      Shares (the "Seller") to a third
      party shall give notice in writing of such wish to the Company (the "Transfer
      Notice").  Each Transfer Notice
  shall:

            


    

     

    
      	
               
      

            	
               9.7.1

            	
              specify
      the number of Shares which the Seller wishes to transfer (the "Sale Shares") provided
      that if such number is less than the number of Shares held by the Seller
      and members of the Seller's Group, to be effective, such Transfer Notice
      will require the written consent of the Qualifying
      Shareholders;

            


    

     

    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               9.7.2

            	
              specify
      the identity of the person to whom the Seller wishes to transfer the Sale
      Shares (the "Proposed
      Transferee");

            


    

     

    
      	
               
      

            	
               9.7.3

            	
              specify
      the price per Share (the "Sale Price") at which
      the Seller wishes to transfer the Sale Shares and other terms and
      conditions of sale (including details of any warranties, representations,
      indemnities, covenants and other assurances to be given to the Proposed
      Transferee and any guarantees to be given) provided that to the extent
      that any such disclosure of information would result in any breach of any
      confidentiality undertaking given by the Seller, the Seller may require
      the other Shareholders to undertake to maintain the confidentiality of
      such information and any information so supplied shall be deemed to be
      Confidential Information;

            


    

     

    
      	
               
      

            	
               9.7.4

            	
              be
      deemed to constitute the Company as the Seller's agent for the sale of the
      Sale Shares at the Sale Price in the manner prescribed by clauses 9.8 to
      9.15; and

            


    

     

    
      	
               
      

            	
               9.7.5

            	
              not
      be varied or cancelled.

            


    

     

    
      	
              9.8

            	
              Subject
      to clause 9.7.1, the Seller may provide in the Transfer Notice that,
      unless buyers are found for all or not less than a specified number of the
      Sale Shares, he shall not be bound to transfer any of such Shares ("Minimum Transfer
      Condition") and any such provision shall be binding on the
      Company.  Notwithstanding the other provisions of clauses 9.9 to
      9.15, if the Transfer Notice contains a Minimum Transfer Condition the
      Company may not make any allocation of Sale Shares unless and until it has
      found buyers for the minimum number specified in the Minimum Transfer
      Condition.

            


    

     

    
      	
              9.9

            	
              The
      Company shall, within 10 Business Days of receipt of the Transfer Notice,
      give notice in writing to the other Shareholders (the "Other Shareholders")
      offering for sale the Sale Shares at the Sale Price.  The notice
      shall specify that the Other Shareholders shall have a period of 30
      Business Days from the date of such notice to apply for some or all of the
      Sale Shares.

            


    

     

    
      	
              9.10

            	
              It
      shall be a further term of the offer under clause 9.9 that, if there is
      competition among the Other Shareholders for the Sale Shares, such Sale
      Shares shall be treated as offered among such Shareholders in proportion
      (as nearly as may be) to their existing holdings of Shares (the "Proportionate
      Allocation").  However, a Shareholder in his application
      for Sale Shares may, if he so desires, indicate that he would be willing
      to purchase a particular number of Shares in excess of his Proportionate
      Allocation ("Extra
      Shares").

            


    

     

    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    
      	
              9.11

            	
              If
      the total number of Sale Shares applied for under clauses 9.9 and 9.10 is
      less than the available number of Sale Shares, the Company shall give
      notice in writing to the Other Shareholders offering any unsold Shares at
      the Sale Price.  The notice shall specify that the Other
      Shareholders shall have a further period of 15 Business Days from the date
      of such notice to apply for some or all of the unsold Shares ("Top Up
      Shares").

            


    

     

    
      	
              9.12

            	
              The
      Company shall allocate the Sale Shares as
  follows:

            


    

     

    
      	
               
      

            	
               9.12.1

            	
              if
      the total number of Sale Shares applied for under clauses 9.9 and 9.10
      and, if applicable, clause 9.11 is equal to or less than the available
      number of Sale Shares, subject to satisfaction of any Minimum Transfer
      Condition, each Other Shareholder shall be allocated the number applied
      for in accordance with his application(s);
or

            


    

     

    
      	
               
      

            	
               9.12.2

            	
              if
      the total number of Sale Shares applied for under clauses 9.9 and 9.10 is
      greater than the available number of Sale Shares, each Other Shareholder
      shall be allocated his Proportionate Allocation or such lesser number of
      Sale Shares for which he has applied and applications for Extra Shares
      shall be allocated among those Other Shareholders applying for Extra
      Shares in such proportions as equal (as nearly as may be) the proportions
      of all the Shares held by such Other Shareholders or such lesser number of
      Extra Shares for which he has applied;
and

            


    

     

    
      	
               
      

            	
               9.12.3

            	
              if
      having allocated the Sale Shares in accordance with clauses 9.12.1 or
      9.12.2, there remain unallocated Sale Shares, applications for Top Up
      Shares shall be allocated among those Other Shareholders applying for Top
      Up Shares in such proportions as equal (as nearly as may be) the
      proportion of all the Shares held by such Other Shareholders, provided
      that no person shall be obliged to take more than the maximum number of
      Shares that he has indicated to the Company he is willing to
      purchase.

            


    

     

    
      	
              9.13

            	
              Allocations
      of Sale Shares made by the Company pursuant to clause 9.12 shall
      constitute the acceptance by the persons to whom they are allocated of the
      offer to purchase those Sale Shares on the terms offered to
      them.

            


    

     

    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    
      	
              9.14

            	
              The
      Company shall immediately on allocating any Sale Shares in accordance with
      clause 9.12 give notice in writing (a "Sale Notice") to the
      Seller and to each person to whom Sale Shares have been so allocated of
      the number of Sale Shares so allocated ("Allocated Shares") and
      the aggregate price payable on such Allocated
      Shares.  Completion of the sale and purchase of the Allocated
      Shares in accordance with the Sale Notice shall take place within 15
      Business Days of the date of the Sale Notice, whereupon the Seller shall,
      on payment of the price due in respect of the Allocated Shares, transfer
      the Allocated Shares with full title guarantee free from all liens,
      charges and encumbrances to the applicable transferee and deliver the
      relevant share certificates.  If within 15 Business Days of the
      date of the Sale Notice, the Transferee has not made payment of the price
      due in respect of his Allocated Shares, such allocation shall be withdrawn
      and the entitlement of such person under clauses 9.8 to 9.14 shall be
      lost.  If the Seller stipulated in the Transfer Notice a Minimum
      Transfer Condition which, as a consequence of the withdrawal, has not been
      satisfied, the Sale Notices shall be revoked and the Company may not make
      any allocation of Sale Shares.

            


    

     

    
      	
              9.15

            	
              If
      the Seller defaults in transferring any Sale Shares pursuant to clause
      9.14, the Company may receive the purchase money and may nominate some
      person to execute an instrument of transfer of such Sale Shares in the
      name and on behalf of the Seller and thereafter, when such instrument has
      been duly stamped (if required), the Company shall cause the name of the
      relevant Other Shareholder to be entered in the register of members as the
      holder of such Sale Shares and shall hold the purchase money on trust
      (without interest) for the Seller.  The receipt of the Company
      for the purchase money shall be a good discharge to the relevant Other
      Shareholder (who shall not be bound to see to the application thereof)
      and, after his name has been so entered in the register of members, the
      validity of the proceedings shall not be questioned by any
      person.

            


    

     

    Tag
Along

    


    
      	
              9.16

            	
              If
      all the Sale Shares are not sold under the pre-emption provisions
      contained in clauses 9.7 to 9.15 (inclusive) the Company shall
      (immediately on the exhaustion of such provisions) so notify the Seller
      and the Other Shareholders (the "Tag Along
      Notice").  The Tag Along Notice shall include the terms
      and conditions of the Transfer Notice given in accordance with clause 9.7
      and the Seller may at any time, within four calendar months after
      receiving such notification, transfer to the Proposed Transferee the
      unsold Sale Shares on the terms and conditions set out in the Transfer
      Notice and at a price not less than the Sale Price, provided
      that:

            


    

     

    
      	
               
      

            	
               9.16.1

            	
              the
      Board may refuse registration of any Proposed Transferee if the Board
      reasonably believes the Proposed Transferee to be a Competitor of the
      Group or a person connected with such a Competitor (or a nominee of
      either);

            


    

     

    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               9.16.2

            	
              the
      Board may refuse registration of any Proposed Transferee if the Board
      reasonably believes that the transfer to the Proposed Transferee will
      materially prejudice the Licences;

            


    

     

    
      	
               
      

            	
               9.16.3

            	
              any
      such sale shall be a sale in good faith and the Board may require to be
      satisfied (in such manner as it may reasonably think fit) that the Sale
      Shares are being sold for not less than the Sale Price without any
      deduction, rebate or allowance whatsoever and if not so satisfied may
      require the Company to refuse to register the
  transfer;

            


    

     

    
      	
               
      

            	
               9.16.4

            	
              the
      Proposed Transferee has executed a Deed of Adherence in accordance with
      clause 9.3 of this Agreement; and

            


    

     

    
      	
               
      

            	
               9.16.5

            	
              the
      provisions of clause 9.17 to 9.19 have been complied
  with.

            


    

     

    
      	
              9.17

            	
              The
      Tag Along Notice shall specify that each of the Other Shareholders shall
      have a period of 30 Business Days from the date of such Tag Along Notice
      to give written notice (the Acceptance Notice") to
      the Company that it wishes to sell its Shares at the Sale Price to the
      Proposed Transferee on the same terms and conditions as set out in the Tag
      Along Notice which shall, for the avoidance of doubt, include such Other
      Shareholders giving no more warranties, representations, indemnities,
      covenants and other assurances than those given by the Seller provided
      that:

            


    

     

    
      	
               
      

            	
               9.17.1

            	
              each
      Other Shareholder shall only be required to give warranties,
      representations, indemnities, covenants and other assurances which relate
      to or are in respect of the Company and any member of the Group, the
      Shares owned by it and its capacity to enter into the relevant agreement
      for the Sale of its Shares;

            


    

     

    
      	
               
      

            	
               9.17.2

            	
              the
      aggregate liability of each Other Shareholder under such warranties,
      representations, indemnities, covenants and other assurances shall be
      limited to the consideration payable to each Other Shareholder for its
      Shares by the Proposed Transferee;

            


    

     

    
      	
               
      

            	
               9.17.3

            	
              any
      warranties and representations relating to title to the Shares to be given
      by each Other Shareholder shall only relate to the title to the Shares to
      be sold by it and any warranties and representations relating to the
      capacity of such Other Shareholder to enter into the sale and purchase
      agreement to be given by such Other Shareholder shall only relate to the
      capacity of such Other Shareholder;

            


    

     

    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               9.17.4

            	
              no
      Other Shareholder shall be required to given any restrictive covenants
      which in any way restrict such Other Shareholder from carrying on any
      business in any manner or to any
degree.

            


    

     

    
      	
              9.18

            	
              The
      proposed sale to the Proposed Transferee in accordance with the Transfer
      Notice may not be completed unless the Proposed Transferee has
      unconditionally offered to buy all or any Shares the subject of an
      Acceptance Notice in accordance with clause 9.17 and the relevant
      Shareholder shall provide details in writing of any unconditional offers
      to the Other Shareholders as soon as possible following receipt of an
      unconditional offer.  The relevant offer shall not be made
      conditional on all of the Other Shareholders accepting it and shall be on
      terms that it may be accepted by such Shareholder in respect of the whole
      (but not part only) of its holding of  Shares.  Such
      offer shall remain open for acceptance for 30 Business
    Days.

            


    

     

    
      	
              9.19

            	
              The
      sale and purchase of all the Shares agreed to be sold pursuant to a
      relevant offer shall be completed within 15 Business Days after acceptance
      of the relevant offer or, if later, at the same time as the Sale of the
      Shares by the Seller to the Proposed Transferee and the relevant
      Shareholder shall provide details in writing of such sale to the Other
      Shareholders as soon as possible following the
  sale.

            


    

     

    
      	
              9.20

            	
              The
      provisions of clause 9.16 and 9.17 shall not apply to any sale of Shares
      which is to take place pursuant to an Offer under clause
    11.

            


    

     

    
      	
              10.

            	
              QUOTATION

            


    

     

    
      	
              10.1

            	
              If,
      at any time on or after the second anniversary of the date of this
      Agreement (or such earlier time as the Qualifying Shareholders may agree
      in writing), a Qualifying Shareholder serves a written notice on the
      Company pursuant to this clause 10.1 (an "IPO Notice"), the
      Company shall promptly appoint a recognised investment bank (an "Investment Bank") to
      provide to the Company and to each Qualifying Shareholder a written
      opinion (the "Opinion") as to whether
      a Quotation valuing the equity share capital of the Company at an
      aggregate amount equal to not less than US$400 million (the "Target Value") is
      reasonably likely and the most appropriate securities exchange (as
      referred to in the definition of Quotation) on which the Quotation could
      take place.  No IPO Notice may be served pursuant to this clause
      10.1 within 12 months of the date of service of an earlier IPO Notice on
      the Company by the same Qualifying
Shareholder.

            


    

     

    
      	
              10.2

            	
              The
      Investment Bank shall be instructed to deliver its Opinion to the Company
      and each Qualifying Shareholder as soon as reasonably practicable and in
      any event within 20 Business Days of being engaged by the
      Company.  The Company shall be responsible for the fees and
      expenses of the Investment Bank and shall provide such information to the
      Investment Bank in its possession or control as the Investment Bank
      reasonably requests.

            


    

     

    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    
      	
              10.3

            	
              If
      the Opinion advises that a Quotation which would value the equity share
      capital at an aggregate amount equal to not less than the Target Value is
      reasonably likely, any Qualifying Shareholder shall be entitled, in its
      sole discretion, by giving notice in writing to the other Shareholders and
      the Company within 30 Business Days following delivery of the Opinion to
      it, to elect to pursue the Quotation and each Shareholder and the Company
      shall forthwith undertake such acts, matters or things and execute all
      such documents as are reasonably necessary and within its power to
      facilitate the Quotation as expeditiously as practicable on the basis set
      out in the Opinion provided that, save with the written approval of the
      Qualifying Shareholders, the Quotation shall only take place if the sale
      or issue price of Shares at Quotation values the equity share capital of
      the Company at an aggregate amount equal to not less than the Target
      Value.  Without prejudice to the generality of the previous
      sentence, each Shareholder agrees
that:

            


    

     

    
      	
               
      

            	
               10.3.1

            	
              any
      Nominated Director appointed by it shall (subject to his fiduciary duties)
      join with the other members of the Board in undertaking such acts, matters
      or things as are (in the reasonable opinion of the Investment Bank)
      reasonably necessary or desirable for the purpose of facilitating the
      Quotation;

            


    

     

    
      	
               
      

            	
               10.3.2

            	
              it
      shall vote in favour of such changes to the Memorandum and Articles as may
      reasonably be recommended by the Investment Bank for the purpose of
      facilitating the Quotation;

            


    

     

    
      	
               
      

            	
               10.3.3

            	
              conditional
      upon the Quotation occurring, it shall vote in favour of any resolutions
      required to convert the A Shares and B Shares into one class of shares and
      to consolidate or sub-divide such shares into such number as is (in the
      reasonable opinion of the Investment Bank) reasonably necessary or
      desirable for the purpose of facilitating the
  Quotation;

            


    

     

    
      	
               
      

            	
               10.3.4

            	
              it
      shall do such things as may reasonably be required to establish a new
      holding company for the Company if such course of action is (in the
      reasonable opinion of the Investment Bank) required for the purpose of
      facilitating the Quotation provided that the provisions of this Agreement,
      the Memorandum and Articles and any other shareholder arrangements
      relating to the Company which may be entered into from time to time are
      emulated in relation to such holding company to the reasonable
      satisfaction of each Shareholder prior to the Quotation occurring and
      provided further that the establishment of such holding company does not
      have any adverse tax or other consequences for any such Shareholder;
      and

            


    

     

    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               10.3.5

            	
              it
      shall enter into such agreements as the Board (taking account of advice
      from the Investment Bank) may reasonably require for the purpose of
      facilitating a Quotation on terms mutually acceptable to the Investment
      Bank and such Shareholder (and each Shareholder undertakes that it will
      act reasonably in seeking to reach agreement on such terms and will not
      unreasonably object to any terms reasonably proposed by the Board
      including in relation to any customary lock up which applies equally to
      each Shareholder in relation to the sale of the Shares following the
      Quotation),

            


    

     

    PROVIDED
that this clause 10.3 shall not require any Shareholder to enter into or give
any warranties, representations or indemnities (other than in respect of the
ownership of its own Shares) or any non-competition or similar undertakings or
to give any additional obligations beyond those which any other Shareholder is
required to give unless such Shareholder in its absolute discretion agrees to
provide the same.

    


    
      	
              10.4

            	
              The
      parties hereby agree that each Qualifying Shareholder shall be entitled at
      its option to sell all or some of its Shares as part of the Quotation save
      that if and to the extent that one or more of them do exercise such option
      and the resulting aggregate number of Shares to be sold by them as part of
      the Quotation (the "Aggregate Number")
      exceeds such number as in the reasonable opinion of the Investment Bank is
      the maximum number of Shares that can be so sold as part of the Quotation,
      taking into account any new shares which in the reasonable opinion of the
      Investment Bank need to be issued in connection with the Quotation (the
      "Maximum Number"),
      the parties agree that such number of Shares to be sold by each of them
      shall be such number of Shares as they wished to sell, multiplied by the
      fraction arrived at by dividing the Maximum Number by the Aggregate Number
      rounded down to the nearest whole
number.

            


    

     

    
      	
              10.5

            	
              The
      parties agree that in the event of a Quotation occurring, this Agreement
      shall terminate and, without prejudice to the accrued rights of any party,
      the provisions hereof shall cease to
apply.

            


    

     

    
      	
              11.

            	
              COME
      ALONG

            


    

     

    
      	
              11.1

            	
              Without
      prejudice to the provisions of clauses 9.7 to 9.15 (inclusive) if a
      Shareholder or Shareholders holding in aggregate not less than 75% in
      nominal value of the equity share capital then in issue wishes to accept a
      bona fide offer
      from an independent third party (the "Offeror") for the
      entire equity share capital of the Company or if London Mining wishes to
      accept a bona
      fide offer from an Offeror which values the entire equity share
      capital of the Company at an amount equal to not less than US$400 million
      (the "Offer"),
      such Shareholder or Shareholders (the "Accepting
      Shareholders") shall give written notice to the other Shareholders
      (the "Other
      Shareholders") of their wish to accept the Offer and the price to
      be paid by the Offeror (the "Come Along
      Notice").

            


    

     

    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    
      	
              11.2

            	
              The
      Accepting Shareholders shall supply to the Other Shareholders such
      information as they may reasonably request in connection with the Offer
      (including details of any warranties, representations and indemnities, to
      be given in connection with the sale to the Offeror) provided that to the
      extent that any such disclosure of information would result in any breach
      of any confidentiality undertaking given by the Accepting Shareholders,
      the Accepting Shareholder may require the Other Shareholders to undertake
      to maintain the confidentiality of such information.  Any
      information so supplied shall be deemed to be Confidential
      Information.

            


    

     

    
      	
              11.3

            	
              Any
      Offer shall be to the following
specification:

            


    

     

    
      	
               
      

            	
               11.3.1

            	
              an
      Offer may be by way of an offer for Shares made by a third party purchaser
      or a sale by private treaty;

            


    

     

    
      	
               
      

            	
               11.3.2

            	
              subject
      to clause 15.10, the consideration for the Offer Shares to be sold by the
      Shareholders pursuant to the Offer shall be apportioned between the
      Shareholders pro
      rata to the Shares to be sold by
them;

            


    

     

    
      	
               
      

            	
               11.3.3

            	
              subject
      to clause 15.10, the Other Shareholders shall be entitled to receive in
      full their respective consideration for the Shares to be sold by them at
      the same time as the Accepting
Shareholder;

            


    

     

    
      	
               
      

            	
               11.3.4

            	
              each
      Other Shareholder shall be required to give no more warranties,
      representations and indemnities in connection with the sale to the Offeror
      than those given by the Accepting Shareholders and shall only be required
      to give warranties, representations and indemnities which relate to or are
      in respect of the Company and its subsidiary undertakings, the Shares and
      its capacity to enter into the relevant agreement for the sale of its
      Shares;

            


    

     

    
      	
               
      

            	
               11.3.5

            	
              the
      aggregate liability of each Other Shareholder under such warranties,
      representations and indemnities shall be limited to the consideration
      received by such Other Shareholder pursuant to the sale to the
      Offeror;

            


    

     

    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               11.3.6

            	
              no
      Other Shareholder shall be required to give any restrictive covenants
      which in any way restrict such Other Shareholder from carrying on any
      business in any manner or to any
degree;

            


    

     

    
      	
              11.4

            	
              Conditional
      on the Other Shareholders each receiving not less than 10 Business Days'
      prior notice from the Accepting Shareholder of the proposed execution date
      together with a final version of the documentation for the Offer which the
      Other Shareholders are required to execute, each of the Other Shareholders
      undertakes to and covenants with the Accepting Shareholder that it
      will:

            


    

     

    
      	
               
      

            	
               11.4.1

            	
              execute
      and deliver such documentation, always provided that such documentation is
      on terms which comply with clause
11.3;

            


    

     

    
      	
               
      

            	
               11.4.2

            	
              on
      completion of the sale to the Offeror, deliver to the third party
      purchaser the certificates evidencing all Shares in the Company owned by
      him;

            


    

     

    
      	
               
      

            	
               11.4.3

            	
              with
      effect from completion of the sale to the Offeror, execute and deliver a
      stock transfer form transferring all shares in the Company owned by him to
      the third party purchaser and, unless the third party purchaser otherwise
      consents in writing, procure the removal of any persons appointed by him
      as a Nominated Director.

            


    

     

    
      	
              11.5

            	
              If
      any Other Shareholder has any shareholder loans granted to the Company or
      any Subsidiary Company, it shall at the same time as completing the sale
      of its shares as contemplated by clause 11.4, also assign such shareholder
      loans to the Offeror for a consideration equal to the face value of such
      loan plus any accrued but unpaid
interest.

            


    

     

    
      	
              11.6

            	
              In
      order to secure the obligations of the Shareholders under clauses 11.4 to
      11.5, each Shareholder hereby appoints the Company (the "Attorney") to act as
      his attorney with authority in its name and on its behalf to execute and
      sign any and all agreements, instruments, deeds or other papers and
      documents and to do all things in its name to execute and deliver
      transfers in respect of the Shares (and any shareholder loan) held by him
      and deliver the certificate(s) in respect of the same (or a suitable
      indemnity in lieu of such certificate) and, against receipt by the Company
      (on trust for the Shareholder) of the consideration payable for the
      relevant Shares (and any shareholder loan), deliver such transfer(s) and
      certificate(s) or indemnities to the Offeror (or his nominee) and register
      such Offeror (or his nominee) as the holder thereof and, after such
      registration, the validity of such proceedings shall not be questioned by
      any person.

            


    

     

    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    
      	
              12.

            	
              BREACH
      OF THIS AGREEMENT/INSOLVENCY

            


    

     

    
      	
              12.1

            	
              If:

            


    

     

    
      	
               
      

            	
               12.1.1

            	
              a
      Shareholder (the "defaulting party")
      commits a material breach of this Agreement to which the relevant
      Shareholder is party which is not remedied (if capable of remedy) within
      20 Business Days of notice from the Company or other Shareholders (as
      applicable); or

            


    

     

    
      	
               
      

            	
               12.1.2

            	
              a
      Shareholder (the "defaulting party")
      makes an arrangement with its creditors or has an administration order
      made in relation to it or has a receiver or manager or administrative
      receiver appointed of the whole or a substantial part of its property,
      undertaking or assets or is voluntarily or compulsorily wound up (other
      than a voluntary winding up for the purposes of reconstruction, full
      particulars of which have, prior to the commencement of such winding up
      been given to the other Shareholders and during the course of which
      winding up such defaulting party or its parent undertaking does not become
      insolvent) or enters into any equivalent insolvency proceedings in any
      jurisdiction other than that of
England,

            


    

     

    
      then the
defaulting party shall be deemed (in the case of clause 12.1.1, upon commission
of the breach or expiry of the notice, as the case may be, or in the case of
clause 12.1.2, or immediately prior to the happening of the event), to have
offered all Shares owned by it in the Company for sale to the other Shareholders
(the "non-defaulting
parties") at a discount of 20% to fair market value of such Shares (the
"Discounted Sale
Shares") determined in accordance with the provisions of clauses 12.2 and
12.3 (the "Discounted Sale
Price") and to have constituted the Company as its agent for the sale of
such Shares at the Discounted Sale Price in the manner prescribed by clauses
12.2 to 12.10.

    

    


    
      	
              12.2

            	
              The
      market value of such Discounted Sale Shares shall be as agreed between the
      non-defaulting parties and the defaulting party (or its receiver,
      administrator or liquidator as the case may be) or, in default of
      agreement within 10 Business Days of the non-defaulting parties becoming
      aware of the happening of the relevant event, determined by an Independent
      Valuer.  The decision of the Independent Valuer shall, save in
      the case of manifest error, be final and binding on the
      parties.

            


    

     

    
      	
              12.3

            	
              The
      Independent Valuer shall be instructed to determine the fair market value
      as quickly as possible on the basis of a sale between willing buyer and
      willing seller as a going concern, if such be the case, and having regard
      to such criteria as they shall consider appropriate for the purpose
      including any rights, restrictions or obligations attaching to the
      Discounted Sale Shares to be transferred imposed by this Agreement and the
      Memorandum and Articles save that they shall be instructed to take no
      account of:

            


    

     

    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               12.3.1

            	
              the
      size of the holding to be transferred;
or

            


    

     

    
      	
               
      

            	
               12.3.2

            	
              the
      number of Shares already held by the non-defaulting
    parties.

            


    

     

    
      	
              12.4

            	
              The
      Company shall, within 10 Business Days of receipt of the Discounted Sale
      Price, give notice in writing to the non-defaulting parties offering for
      sale the Discounted Sale Shares at the Discounted Sale
      Price.  The notice shall specify that the non-defaulting parties
      shall have a period of 30 Business Days from the date of such notice
      within which to apply for some or all of the Discounted Sale Shares and
      that there will be no minimum transfer
  conditions.

            


    

     

    
      	
              12.5

            	
              It
      shall be a further term of the offer that, if there is competition among
      the non-defaulting parties for the Discounted Sale Shares, such Discounted
      Sale Shares shall be treated as offered among such non-defaulting parties
      in proportion (as nearly as may be) to their existing holdings of Shares
      (the "Proportionate
      Allocation").  However, the non-defaulting party in his
      application for Discounted Sale Shares may, if he so desires, indicate
      that he would be willing to purchase a particular number of Discounted
      Sale Shares in excess of his Proportionate Allocation ("Extra
      Shares").

            


    

     

    
      	
              12.6

            	
              If
      the total number of Discounted Sale Shares applied for is less than the
      available number of Discounted Sale Shares, the Company shall give notice
      in writing to the non-defaulting parties offering any unsold Discounted
      Sale Shares at the Discounted Sale Price.  The notice shall
      specify that the non-defaulting parties shall have a further period of 15
      Business Days from the date of such notice to apply for some or all of the
      unsold Discounted Sale Shares ("Top Up
      Shares").

            


    

     

    
      	
              12.7

            	
              The
      Company shall allocate the Discounted Sale Shares as
    follows:

            


    

     

    
      	
               
      

            	
               12.7.1

            	
              if
      the total number of Discounted Sale Shares applied for under clauses 12.4
      and 12.5 and, if applicable, clause 12.6 is equal to or less than the
      available number of Discounted Sale Shares, each non-defaulting party
      shall be allocated the number applied for in accordance with his
      application(s);

            


    

     

    
      	
               
      

            	
               12.7.2

            	
              if
      the total number of Discounted Sale Shares applied for under clauses 12.4
      and 12.5 is greater than the available number of Discounted Sale Shares,
      each non-defaulting party shall be allocated his Proportionate Allocation
      or such lesser number of Discounted Sale Shares for which he has applied
      and applications for Extra Shares shall be allocated in accordance with
      such applications or, in the event of competition, among those
      non-defaulting parties applying for Extra Shares in such proportions as
      equal (as nearly as may be) the proportions of all the Shares held by such
      non-defaulting parties; or

            


    

     

    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               12.7.3

            	
              if
      having allocated the Discounted Sale Shares in accordance clauses 12.7.1
      and 12.7.2, there remain unallocated Discounted Sale Shares, applications
      for Top Up Shares shall be allocated among those non-defaulting parties
      applying for Top Up Shares in such proportions as equal (as nearly as may
      be) the proportion of all the Shares held by such non-defaulting parties,
      provided that no person shall be obliged to take more than the maximum
      number of Discounted Sale Shares that he has indicated to the Company he
      is willing to purchase

            


    

     

    
      	
              12.8

            	
              Allocations
      of Discounted Sale Shares made by the Company pursuant to clause 12.7
      shall constitute the acceptance by the persons to whom they are allocated
      of the offer to purchase those Discounted Sale Shares on the terms offered
      to them.

            


    

     

    
      	
              12.9

            	
              The
      Company shall immediately on allocating any Discounted Sale Shares in
      accordance with clause 12.7 give notice in writing (a "Sale Notice") to the
      defaulting party (or its receiver, administrator or liquidator as the case
      may be) and to each person to whom Discounted Sale Shares have been so
      allocated of the number of Discounted Sale Shares so allocated and the
      aggregate price payable on such allocated Discounted Sale
      Shares.  Completion of the sale and purchase of those Discounted
      Sale Shares in accordance with the Sale Notice shall take place within
      five Business Days of the date of the Sale Notice, whereupon the
      defaulting party (or its receiver, administrator or liquidator as the case
      may be) shall, on payment of the price due in respect of such allocated
      Discounted Sale Shares, transfer those Discounted Sale Shares specified in
      the Sale Notice with full title guarantee free from all liens, charges and
      encumbrances to the persons to whom they have been allocated and deliver
      the relevant share certificates.

            


    

     

    
      	
              12.10

            	
              In
      order to secure the obligations of the defaulting party under clause 12.9,
      each Shareholder irrevocably appoints the Company (the "Attorney") to act as
      his attorney with authority in such Shareholder's name and on his behalf
      to execute and sign any and all agreements, instruments, deeds or other
      papers and documents and to do all things in such Shareholder's name (or
      its receiver, administrator or liquidator as the case may be) to transfer
      any Discounted Sale Shares pursuant to clause 12.9 and the Attorney may
      receive such purchase money and may nominate some person to execute an
      instrument of transfer of such Discounted Sale Shares in the name and on
      behalf of the defaulting party (or its receiver, administrator or
      liquidator as the case may be) and thereafter, when such instrument has
      been duly stamped (if required), the Company shall cause the name of the
      proposed transferee to be entered in the register of members as the holder
      of such Discounted Sale Shares and shall hold the purchase money on trust
      (without interest) for the defaulting party (or its receiver,
      administrator or liquidator as the case may be).  The receipt of
      the Company for the purchase money shall be a good discharge to the
      proposed transferee (who shall not be bound to see to the application
      thereof) and, after his name has been so entered in the register of
      members, the validity of the proceedings shall not be questioned by any
      person.

            


    

     

    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    
      	
              12.11

            	
              The
      defaulting party shall be entitled to keep any Discounted Sale Shares not
      sold pursuant to clause 12.

            


    

     

    
      	
              12.12

            	
              Each
      of the Shareholders undertakes to inform the other forthwith upon the
      happening in relation to it of any of the events referred to in clauses
      12.1.1 and 12.1.2.

            


    

     

    
      	
              12.13

            	
              Any
      exercise by a Shareholder of its rights under clauses 12.1 to 12.12 shall
      not limit access to any other rights and remedies, including the right to
      damages, available to it under this Agreement or
  otherwise.

            


    

     

    
      	
              13.

            	
              WITS
      BASIN INDEMNITY

            


    

     

    
      	
              13.1

            	
              Without
      prejudice to the requirements of clause 15.8, in the event
      that:

            


    

     

    
      	
               
      

            	
               13.1.1

            	
              during
      the period from the date of this Agreement until the date that is 3 years
      after the date of this Agreement ("Relevant Period"), there
      is a Trigger Event (as defined below) and the holders of A Shares have
      received in aggregate, a net amount after withholding tax of US$44.5
      million by distributions from the Company (whether by dividends,
      distributions, return of capital or other means (and including any amounts
      received by dividend, distribution, return of capital or other means by
      holders of A Shares in respect of any B Shares acquired from time to
      time), by the last day of the Relevant Period ("Dividend Date");
      or

            


    

     

    
      	
               
      

            	
               13.1.2

            	
              during
      any 12 month period following the date that is 3 years after the date of
      this Agreement (each, a "Subsequent Period"),
      commencing with the 12 month period ending on the date that is 4 years
      after the date of this Agreement, there is a Trigger Event (as defined
      below) and as the holders of A Shares have received in aggregate, a net
      amount after withholding tax of US$44.5 million by distributions from the
      Company (whether by dividends, distributions, return of capital or other
      means (and including any amounts received by dividend, distribution,
      return of capital or other means by holders of A Shares in respect of any
      B Shares acquired from time to time), in the period from the date of this
      Agreement to the end of the relevant 12 month period ("Subsequent Dividend
      Date");

            


    

     

    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    Wits
Basin shall transfer or procure the transfer to London Mining with full title
guarantee free from all liens, charges and encumbrances for an aggregate nominal
amount of US$1, such number of B Shares as is determined in accordance with
clauses 13.4 to 13.9 (the "Transfer Shares"). The
Transfer Shares shall be transferred within 5 Business days of the determination
of the fair market value of the B Shares and the Diminution Value (in respect of
the Trigger Events under clause 13.2.5 and 13.2.6) pursuant to clauses 13.4 to
13.9 (such date of transfer being the "Transfer Date"). For the
avoidance of doubt, the total number of B Shares to be transferred at each
Transfer Date shall be the aggregate number of Transfer Shares calculated in
respect of all Trigger Events which arose in the Relevant Period or the relevant
Subsequent Period (as applicable).

     

    
      	
              13.2

            	
              A
      Trigger Event for the purposes of clause 13.1 shall
      constitute;

            


    

     

    
      	
               
      

            	
               13.2.1

            	
              any
      payment to Lu Benzhao or his connected persons under the Consulting
      Agreement (including H.K. Blossom Mining Resourse Group
    Ltd);

            


    

     

    
      	
               
      

            	
               13.2.2

            	
              any
      payment  to Lu Benzhao or his connected persons under the Consulting
      Agreement (including H.K. Blossom Mining Resourse Group Ltd) in respect of
      the Outstanding Sudan Consideration or in respect of the MZM
      Consideration;

            


    

     

    
      	
               
      

            	
               13.2.3

            	
              any
      payment  made for a Matang Development
  Cost;

            


    

     

    
      	
               
      

            	
               13.2.4

            	
              any
      financing costs or expenses (including payments of interest) that are
      incurred by any member of the Group in connection with any of the payments
      referred to in clauses 13.2.1 to
13.2.3;

            


    

     

    
      	
               
      

            	
               13.2.5

            	
              the
      failure of the MZM Equity Transfer Agreement to complete within the time
      period contemplated in the Business Plan;
or

            


    

     

    
      	
               
      

            	
               13.2.6

            	
              the
      input cost assumptions to the Business Plan approved as at the date of
      this Agreement ("Assumptions") regarding
      fixed costs and operating costs (including strip ratio) being materially
      different (other than as a result of changes in the market or force
      majeure) such that the net present value of the A Shares owned by London
      Mining as set out the Business Plan approved as at the date of this
      Agreement has decreased by US$1
million.

            


    

     

    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    
      	
              13.3

            	
              It
      shall not be a Trigger Event under clause
13.1:

            


    

     

    
      	
               
      

            	
               13.3.1

            	
              if
      the payment, cost or circumstance giving rise to the Trigger Event has the
      prior written approval of the parties, including without limitation any
      payment contemplated under the Business Plan as at date of this Agreement
      (provided that all other material aspects of the Business Plan as at date
      of this Agreement have been met);

            


    

     

    
      	
               
      

            	
               13.3.2

            	
              in
      respect of clause 13.2.5, if the MZM Equity Transfer Agreement does not
      complete as a result of London Mining not agreeing to proceed with the
      acquisition of MZM and the Company has conducted and completed a
      Feasibility Study (which shall include, among other parameters, drilling
      to confirm ore reserves to standards as set out in the JORC Code, analysis
      of mine plan, construction costs, permitting) which demonstrates that the
      project is economically and technically viable, financing for the project
      is available, the costs of developing the project are materially in line
      with the Business Plan as at the date of this Agreement and where
      production of iron ore is sufficient to meet target production as set out
      in the Business Plan as at the date of this Agreement (at the required
      grade of iron ore);

            


    

     

    
      	
               
      

            	
               13.3.3

            	
              if
      any payment under clauses 13.2.1, 13.2.2 and 13.2.3 above is made out of
      funds received by the Target Entities or MZM as a result of the Company or
      another member of the Group obtaining Third Party Funding on terms as
      agreed by the parties to this Agreement;
or

            


    

     

    
      	
               
      

            	
               13.3.4

            	
              if
      any payment was made to Lu Benzhao or his connected persons under the
      Consulting Agreement (including H.K. Blossom Mining Resourse Group Ltd)
      prior to the date of this Agreement and as agreed by London
      Mining.

            


    

     

    
      	
              13.4

            	
              The
      number of shares to be transferred to London Mining in respect of a
      Trigger Event set out in the clause 13.2.1, 13.2.2, 13.2.3 and 13.2.4
      shall be calculated based on the
following:

            


    

     

    A = B ÷
C

    


    Where:

    A = the
number of B Shares to be transferred.


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    B = the
amount in USD equal to the aggregate amount of all payments made under a Trigger
Event set out in clauses 13.2.1 to 13.2.4 paid in either the Relevant Period or
any Subsequent Period (as applicable).

    


    C = the
fair market value of each B Share as at the Dividend Date or any Subsequent
Dividend Date (as applicable) as determined in accordance with clause 13.6 and
13.7.

    


    
      	
              13.5

            	
              The
      number of shares to be transferred to London Mining in respect of a
      Trigger Event set out in the clause 13.2.5 and 13.2.6 shall be calculated
      based on the following:

            


    

     

    A =
(D  + E) ÷ C

    


    Where:

    A = the
number of B Shares to be transferred.

    


    D = an
amount equal to the Diminution Value of the A Shares and B Shares (if any)
(including those acquired under this clause 13) held (or deemed to be held under
clause 13.7.3(b)) by London Mining arising as a result of the Trigger Event set
out in clause 13.2.5 as determined in accordance with clauses 13.6, 13.7, 13.8
and 13.9.

    


    E = an
amount equal to the Diminution Value of the A Shares and B Shares (if any)
(including those acquired under this clause 13) held (or deemed to be held under
clause 13.7.3(b))by London Mining arising as a result of the Trigger Event set
out in clause 13.2.6 as determined in accordance with clauses 13.6, 13.7, 13.8
and 13.9.

    


    C = the
fair market value of each B Share as at the Dividend Date or any Subsequent
Dividend Date (as applicable) as determined in accordance with clause 13.6 and
13.7.

    


    
      	
              13.6

            	
              London
      Mining and Wits Basin shall use reasonable endeavours to agree (as
      applicable):

            


    

     

    
      	
               
      

            	
               13.6.1

            	
              the
      amount of any payment, cost or expense referred to in clauses 13.2.1 to
      13.2.4;

            


    

     

    
      	
               
      

            	
               13.6.2

            	
              the
      fair market value of the B Shares for the purposes of clauses 13.4 and
      13.5; and

            


    

     

    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               13.6.3

            	
              the
      Diminution Value,

            


    

     

    within 10
Business Days of the Dividend Date or any Subsequent Dividend Date (as
applicable); or, in default of agreement within 20 Business Days of the Dividend
Date or any Subsequent Dividend Date (as applicable) London Mining or Wits Basin
may refer the matters set out in paragraphs 13.6.1 to 13.6.3 to an Independent
Valuer for a resolution.  The decision of the Independent Valuer
shall, save in the case of manifest error, be final and binding on the
parties.

     

    
      	
              13.7

            	
              The
      Independent Valuer shall be instructed to
  determine:

            


    

     

    
      	
               
      

            	
               13.7.1

            	
              the
      amount of any payment, cost or expense referred to in clauses 13.2.1 to
      13.2.4 as quickly as possible and having regard to such criteria as they
      shall consider appropriate for the
purpose;

            


    

     

    
      	
               
      

            	
               13.7.2

            	
              the
      fair market value of the B Shares as quickly as possible on the basis of a
      sale between willing buyer and willing seller as a going concern, if such
      be the case, and having regard to such criteria as they shall consider
      appropriate for the purpose including any rights, restrictions or
      obligations attaching to the B Shares to be transferred imposed by this
      Agreement and the Memorandum and Articles save that they shall be
      instructed to take no account of:

            


    

     

    
      	
               
      

            	
               (a)

            	
              the
      size of the holding to be transferred;
or

            


    

     

    
      	
               
      

            	
               (b)

            	
              the
      number of Shares already held by London
Mining,

            


    

     

    
      	
               
      

            	
               13.7.3

            	
              the
      Diminution Value as quickly as possible having regard to such criteria as
      they shall consider appropriate for the purpose, and on the
      basis:

            


    

     

    
      	
               
      

            	
               (a)

            	
              of
      a sale of the Company between willing buyer and willing seller as a going
      concern, if such be the case;

            


    

     

    
      	
               
      

            	
               (b)

            	
              that
      any transfer of B Shares under clause 13.1 resulting from a Trigger Event
      arising under clauses 13.2.1 to 13.2.4 and 13.2.5 (in the case of E in
      clause 13.5 above) has taken place (and the parties agree that any such B
      Shares shall be deemed to be held by London Mining for the purposes of
      clauses 13.5, 13.8 and 13.9),

            


    

     

      and
otherwise in accordance with clause 13.8 and 13.9.

     

    
      	
              13.8

            	
              In
      order to calculate the Diminution Value the Independent Valuer shall
      determine:

            


    

     

    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               13.8.1

            	
              subject
      to clause 13.8.2, the fair market value of each A Share and B Share (if
      any) (including those acquired under this clause 13) held (or deemed to be
      held under clause 13.7.3(b)) by London Mining as at the Dividend Date or
      Subsequent Dividend Date (as applicable) calculated on the basis of the
      value of the Group determined as if the Business Plan as approved at the
      date of this Agreement had been met and that the relevant Trigger Event
      had not occurred ("Projected FMV");
      and

            


    

     

    
      	
               
      

            	
               13.8.2

            	
              if
      there is a Trigger Event under both clause 13.2.5 and 13.2.6, in
      calculating the Diminution Value for the purpose of a Trigger Event under
      clause 13.2.6, the Projected FMV will be calculated on the basis of the
      Business Plan as approved at the date of this Agreement but adjusted to
      exclude any assumed acquisition of MZM;
and

            


    

     

    
      	
               
      

            	
               13.8.3

            	
              the
      actual fair market value of each A Share or B Share (if any) (including
      those acquired under this clause 13(b)) held (or deemed to be held under
      clause 13.7.3(b)) by London Mining as at the Dividend Date or Subsequent
      Dividend Date (as applicable) ("Actual FMV");
      and

            


    

     

    
      	
              13.9

            	
              The
      Diminution Value shall be the calculated in accordance with the following
      formula:

            


    

     

     X =
((YA
x SA)
+(YB
x SB))  –
((ZA
x SA)
+(ZB
x SB)),

     

    where:

     

    X is the
Diminution Value

    YA is the
Projected FMV of each A Share

    YB is the
Projected FMV of each B Share

    ZA is the
Actual FMV of each A Share

    ZB is the
Actual FMV of each B Share

    SA is the
number of A Shares  held by London Mining as at the Dividend Date or
Subsequent Dividend Date (as applicable).

    SB is the
number of B Shares held (or deemed to be held under clause 13.7.3(b)) by London
Mining (including those acquired under clause 13.1) as at the Dividend Date or
Subsequent Dividend Date (as applicable).

    


    
      	
              13.10

            	
              If
      there is a transfer of B Shares pursuant to clause
  13.1:

            


    

     

    
      	
               
      

            	
              13.10.1

            	
              Wits
      Basin shall deliver or procure the delivery of a transfer form to London
      Mining duly executed by the owner of the Transfer Shares and the relevant
      share certificates for the Transfer Shares to the Company for
      cancellation;

            


    

     

    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              13.10.2

            	
              the
      Company shall enter London Mining in the register of members of the
      Company as the holder of such Transfer Shares transferred under clause
      13.1;

            


    

     

    
      	
               
      

            	
              13.10.3

            	
              the
      Company shall amend the register of members to reflect the change in
      holding of B Shares; and

            


    

     

    
      	
               
      

            	
              13.10.4

            	
              the
      Company shall issue and deliver share certificates to London Mining to
      reflect its revised holdings of Shares, revised as a result of clause
      13.1.

            


    

     

    
      	
              13.11

            	
              Wits
      Basin shall not and shall procure that none of its Group members shall
      increase, or agree to increase the total amount of its principal (or the
      rate of interest payable on the principal) owed to China Gold above the
      amount which it has outstanding to China Gold as at the date of this
      Agreement under the Wits Basin Promissory Note (being US$10,421,000), nor
      shall it extend, or agree to extend the maturity date of the Wits Basin
      Promissory Note beyond the date that is 3 years after the date of this
      Agreement ("Maturity Date
      Extension") without the prior written consent of London Mining,
      where such an increase is secured by, or such Maturity Date Extension
      contains, an equity charge over the B Shares held by Wits Basin or any
      member of its Group or where such an increase or Maturity Date Extension
      would otherwise have a materially detrimental effect on London Mining's
      rights under this Agreement.  London Mining shall not withhold
      its consent to a Maturity Date Extension if such new maturity date is on
      or before the maturity date of the Promissory Note and if China Gold has
      provided a written irrevocable and unconditional confirmation to the
      Company and each Qualifying Shareholder that any equity charge in favour
      of China Gold over any B Shares which are determined to be Transfer Shares
      under this Clause 13, shall automatically and unconditionally release on
      the Transfer Date.

            


    

     

    
      	
              13.12

            	
              If
      so requested in writing by London Mining, Wits Basin must repay the Wits
      Basin Promissory Note ahead of its maturity date in order to effect a full
      release of any Transfer Shares from the Second Amended and Restated Pledge
      Agreement ("Security
      Release").

            


    

     

    
      	
              13.13

            	
              In
      the event that London Mining requests the early repayment pursuant to
      clause 13.12, it may offer to make a loan to Wits Basin for an amount
      equal to the total outstanding principal and interest under the Wits Basin
      Promissory Note in order to effect the Security Release. Any such loan
      shall be made on equivalent terms to the Wits Basin Promissory Note
      (including as to security other than in respect of the Transfer
      Shares).  If London Mining shall make such an offer, Wits Basin
      must agree to enter into such loan
arrangements.

            


    

     

    
      
         


      

      
        60

        
          

        

      

      
         


      

    

     

    
      	
              13.14

            	
              If
      at any time Wits Basin transfers any of its B Shares after the date of
      this Agreement to any person (other than London Mining) including to China
      Gold under the Second Amended and Restated Share Pledge Agreement) and
      prior to the provisions of this clause 13 expiring, it shall procure that
      any transferee shall enter into a similar commitment in respect of such B
      Shares as that given by Wits Basin under this clause 13 (and which shall
      include the appointment of the Company as an attorney on terms of the
      clause 13.14)  in a form reasonably acceptable to London Mining
      and the Company shall not approve any such transfer unless such a
      commitment is so given.

            


    

     

    
      	
              13.15

            	
              Subject
      to clause 13.16, in order to secure the obligations of Wits Basin under
      clause 13.1, Wits Basin irrevocably (and shall procure that such other
      member of its Group who validly holds the relevant Transfer Shares)
      appoints the London Mining (the "Attorney") to act as
      its attorney with authority in its name and on its behalf to execute and
      sign any and all agreements, instruments, deeds or other papers and
      documents and to do all things in Wits Basin's name (or its receiver,
      administrator or liquidator as the case may be) to transfer any Transfer
      Shares pursuant to clause 13.1. The Attorney may receive such purchase
      money and may nominate some person to execute an instrument of transfer of
      such Transfer Shares in the name and on behalf of Wits Basin (or its
      receiver, administrator or liquidator as the case may be) and thereafter,
      when such instrument has been duly stamped (if required), the Company
      shall cause the name of London Mining (or such other person as it directs)
      to be entered in the register of members as the holder of such Transfer
      Shares and shall hold the purchase money on trust (without interest) for
      Wits Basin (or its receiver, administrator or liquidator as the case may
      be).  The receipt of London Mining for the purchase money shall
      be a good discharge to London Mining (who shall not be bound to see the
      application thereof) and, after London Mining's name has been so entered
      in the register of members, the validity of the proceedings shall not be
      questioned by any person.

            


    

     

    
      	
              13.16

            	
              London
      Mining shall only exercise its rights in relation to the Transfer of any B
      Shares held by Wits Basin under the power of attorney granted under clause
      13.15 in the event that the B Shares have been determined to be Transfer
      Shares in accordance with clauses 13.1 to 13.9 and London Mining and Wits
      Basin have determined that there has been a Trigger Event, or in default
      of agreement by London Mining and Wits Basin, it is finally determined
      that there has been a Trigger Event by an Independent Valuer (such
      Independent Valuer may be appointed for this purpose in default of
      agreement by London Mining and Wits Basin within 30 days of the Dividend
      Date or any Subsequent Dividend Date) or it is otherwise finally
      determined by a court of competent jurisdiction or arbitration tribunal.
      The decision of the Independent Valuer shall, save in the case of manifest
      error, be final and binding on the
parties.

            


    

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    
      	
              13.17

            	
              Without
      prejudice to clause 13.15, if, following the Transfer Date the B Shares
      which have been determined to be Transfer Shares under this clause 13
      (provided that London Mining and Wits Basin have determined that there has
      been a Trigger Event or in default of agreement by London Mining and Wits
      Basin, it is finally determined that there has been a Trigger Event by an
      Independent Valuer (such Independent Valuer may be appointed for this
      purpose in default of agreement by London Mining and Wits Basin within 30
      days of the Dividend Date or any Subsequent Dividend Date. The decision of
      the Independent Valuer shall, save in the case of manifest error, be final
      and binding on the parties.) are not transferred by the transferee to
      London Mining in accordance with this clause 13, London Mining shall be
      entitled, at its sole discretion by serving a written notice on with the
      Company (with a copy to the other Shareholders), to require the conversion
      of the B Shares into Deferred Shares at the rate set out in clause 15.12
      ("Conversion
      Notice"), without prejudice to any other rights of London
      Mining.

            


    

     

    14.             DEADLOCK

     

    
      	
              14.1

            	
              If
      there is a dispute or disagreement between the Qualifying Shareholders as
      to any question which either of them (in its sole judgement) shall
      consider is of fundamental importance to the future of the Company or the
      Business, either Qualifying Shareholder may give notice in writing to the
      other Qualifying Shareholder referring to the dispute or disagreement and
      the Qualifying Shareholders shall immediately refer the matter giving rise
      to the deadlock to the chief executives of their respective Groups and to
      use all reasonable endeavours to resolve such dispute or
      disagreement.

            


    

     

    
      	
              14.2

            	
              The
      Qualifying Shareholders agree that until such time as the deadlock is
      resolved, the Reserved Matter or other matter giving rise to the deadlock
      shall not be undertaken or affected by the Company or Subsidiary
      Company.

            


    

     

    15.             SHARE
RIGHTS

     

    Return
of Capital Rights

    


    
      	
              15.1

            	
              The
      rights as regards return of capital attaching to each class of Shares
      shall be as follows:

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              15.1.1

            	
              on
      a return of capital on liquidation or otherwise (except on a purchase by
      the Company of any Shares), the surplus assets of the Company remaining
      after the payment of its liabilities (including, for the avoidance of
      doubt, any debts) shall be applied in the following order of
      priority:

            


    

     

    
      	
               
      

            	
              (a)

            	
              first,
      in paying to the holders of A Shares, (paid pro rata to the number of A
      shares held), a net amount after withholding tax equal to US$44.5 million
      (which shall exclude any payment by way of any LM Management Fee and any
      reimbursement of out-of-pocket expenses) less any amounts received by
      holders of A Shares pursuant to clauses 15.2 to
  15.5;

            


    

     

    
      	
               
      

            	
              (b)

            	
              second,
      the balance of such assets (if any) shall be distributed amongst the
      holders of the A Shares and B Shares (pari passu as if the same
      constituted one class of Shares) according to the amount paid up or
      credited as paid up on each such Share,  up to a maximum of $10
      million on each A Share and each B
Share;

            


    

     

    
      	
               
      

            	
              (c)

            	
              third,
      in paying to each holder of Deferred Shares in respect of each Deferred
      Share of which it is a holder, a sum equal to the par value of such
      shares; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              fourth,
      the balance of such assets (if any) shall be distributed amongst the
      holders of the A Shares and B Shares (pari passu as if the same
      constituted one class of Shares) according to the amount paid up or
      credited as paid up on each such
Share.

            


    

     

    Distributions

    


    
      	
              15.2

            	
              Subject
      to capital expenditure and working capital requirements of the Group as
      agreed in the Business Plan (including without limitation the obligations
      under the Promissory Note) and to applicable law, and subject to the
      provisions of clauses 15.4, 15.5, 15.7 and 15.8, the Company shall in each
      calendar year distribute the remaining Available Profits by way of
      dividend or any other means to the holders of the A Shares and the B
      Shares (pari passu as if the same constituted one class of Share)
      according to the number of Shares held by the relevant Shareholder at the
      relevant time and the parties shall procure that such distributions are
      made.

            


    

     

    
      	
              15.3

            	
              The
      Company shall procure (so far as it is able) that each Subsidiary Company
      which has Available Profits shall from time to time declare and pay to the
      Company (or, as the case may be, the relevant Subsidiary Company that is
      its immediate holding company or parent undertaking) such dividends as are
      necessary to enable the Company to make distributions in accordance with
      clause 15.2 in the maximum sums it is able following payment of such
      dividends by such Subsidiary
Companies.

            


    

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    
      	
              15.4

            	
              Until
      the holders of A Shares have received in aggregate distributions by the
      Company, (whether by dividend, distribution, return of capital or other
      means (and including any amounts received by dividend, distribution,
      return of capital or other means by holders of A Shares in respect of any
      B Shares acquired pursuant to clause 13, but excluding by way of any LM
      Management Fee and any reimbursement of out-of-pocket expenses)) a net
      amount after withholding tax equal to US$44.5 million ("Repayment Date"), the
      Available Profits of the Company shall be distributed in the following
      order of priority: 99% of the Available Profits shall be payable to the
      holders of the A Shares and 1% of the Available Profits shall be payable
      to the holders of the B Shares (in each case on a pro rata basis to the
      number of A Shares and B Shares held (as
  applicable)).

            


    

     

    
      	
              15.5

            	
              Following
      the Repayment Date, the Available Profits of the Company shall be
      distributed in the following order of
priority:

            


    

     

    
      	
               
      

            	
              15.5.1

            	
              60%
      of the Available Profits accrued between the Repayment Date and Dividend
      Review Date shall be payable to the holders of the A Shares and 40% of
      such Available Profits shall be payable to the holders of the B Shares (in
      each case on a pro rata basis to the number of A Shares and B Shares held
      (as applicable)); and

            


    

     

    
      	
               
      

            	
              15.5.2

            	
              50%
      of the Available Profits accrued after the Dividend Review Date shall be
      payable to the holders of the A Shares and 50% of the Available Profits
      accrued after the Dividend Review Date shall be payable to the holders of
      the B Shares (in each case on a pro rata basis to the number of A Shares
      and B Shares held (as applicable)).

            


    

     

    
      	
              15.6

            	
              In
      clause 15.5.2:

            


    

     

    
      	
               
      

            	
              15.6.1

            	
              "Dividend Review Date"
      means January 1 in the first full calendar year after the Repayment Date
      in which the Target Entities reach the Production Level;
    and

            


    

     

    
      	
               
      

            	
              15.6.2

            	
              "Production Level" means
      a level of production whereby the XNS and MZM mines operated by the Target
      Entities have produced during a calendar year an aggregate of 850 tonnes
      of iron ore concentrate at a grade of not less than
  62%.

            


    

     

    
      	
              15.7

            	
              The
      Company shall use its best endeavours to ensure that payments (whether by
      dividend, distribution, return of capital or other means (but excluding by
      way of any LM Management Fee and any reimbursement of out-of-pocket
      expenses)) of not less than in aggregate, a net amount after withholding
      tax equal to US$44.5 million, are paid to the A Shareholders prior to the
      date that is 3 years after the date of this
  Agreement.

            


    

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    
      	
              15.8

            	
              Despite
      any other provision of this Agreement, the parties agree that the Company
      shall make no payment to Lu Benzhao under the Consulting Agreement until
      the A Shareholders have, in aggregate, received a net amount after
      withholding tax equal to US$44.5 million, whether by dividend,
      distribution, return of capital or other means (including any amounts
      received by dividend, distribution, return of capital or other means by
      holders of A Shares in respect of any B Shares acquired pursuant to clause
      13) but excluding by way of any LM Management Fee and any reimbursement of
      out-of-pocket expenses), unless any such payment to Lu Benzhao is required
      by law or by contract or  with the prior written consent of
      London Mining and Wits Basin.

            


    

     

    
      	
              15.9

            	
              The
      holders of Deferred Shares shall have no rights to any dividends or other
      distributions other than on a return of capital as set out in clause
      15.1.

            


    

     

    Rights
on Exit

    


    
      	
              15.10

            	
              In
      the event of an Exit (other than a Sale under clauses 9.16 to 9.19 or a
      Quotation) which shall include any sale in accordance with clauses 11.2 to
      11.6 (inclusive), notwithstanding anything to the contrary in the terms
      and conditions governing such Exit, the Shareholders immediately prior to
      such Exit shall procure that the consideration (whenever received) shall
      be placed in a designated trustee account and shall be distributed amongst
      such selling Shareholders in such amounts and in such order of priority as
      would be applicable on a return of capital (pursuant to clause
      15.1).

            


    

     

    
      	
              15.11

            	
              In
      the event of a sale by Wits Basin of any of its shares to a third party,
      any principal outstanding under the WB Loan and any accrued but unpaid
      interest on that amount shall be repaid to London Mining (or such other
      holders of the WB Loan at such time) as a condition of transfer of the
      Shares held by Wits Basin pursuant to the WB Loan
    Agreement.

            


    

     

    Conversion
of B Shares

    


    
      	
              15.12

            	
              On
      receipt of a valid Conversion Notice from London Mining, such number of B
      Shares shall automatically convert into Deferred Shares so that, on the
      conversion London Mining owns such percentage of the issued ordinary share
      capital of the Company as it would have done if the Transfer Shares had
      been transferred to it under clause
13.

            


    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    
      	
              15.13

            	
              Any
      conversion of B Shares pursuant to clause 15.12 shall be made on the
      following terms:

            


    

     

    
      	
               
      

            	
              15.13.1

            	
              the
      conversion shall take effect immediately on  the date on which
      the Conversion Notice is received by the Company at no cost to the A
      Shareholders;

            


    

     

    
      	
               
      

            	
              15.13.2

            	
              the  relevant
      holder of the B Shares shall deliver the certificates for the relevant B
      Shares to the Company for cancellation;
and

            


    

     

    
      	
               
      

            	
              15.13.3

            	
              the
      Company shall issue to the relevant Shareholders new share certificates
      for the new holdings of B Shares and Deferred Shares resulting from the
      conversion.

            


    

     

    
      	
              15.14

            	
              Following
      any conversion of B Shares into Deferred Shares pursuant to clause 15.12,
      any such Deferred Shares may either be transferred to a person nominated
      by the Board or (subject to the law) purchased by the Company in each case
      for an aggregate amount of $1 for all Deferred Shares then in
      issue.

            


    

     

    
      	
              15.15

            	
              Following
      the conversion of the B Shares into Deferred Shares pursuant to clause
      15.12, the Company shall procure that the Company Secretary and, if
      required, the Board shall take all necessary steps to ensure that such
      conversion is documented accurately and all filings and any other relevant
      formalities are complied with.

            


    

     

    16.             RESTRICTIVE
COVENANTS

     

    
      	
              16.1

            	
              Each
      Shareholder undertakes to the Company (for itself and as trustee for each
      other Subsidiary Company) and (as a separate undertaking) to the other
      Shareholders that:

            


    

     

    
      	
               
      

            	
              16.1.1

            	
              he
      will not, directly or indirectly, at any time prior to, nor during the
      period of 12 calendar months from, the Relevant
  Date:

            


    

     

    
      	
               
      

            	
              (a)

            	
              solicit
      or entice away, or endeavour to solicit or entice away, from the Company
      or any other Subsidiary Company; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              employ
      or engage, or endeavour to employ or
engage,

            


    

     

    any
person who was at the Relevant Date, or who at any time during the period of 12
calendar months prior to the Relevant Date had been, an employee of the Company
or any other Subsidiary Company (and with whom the Shareholder had dealings
(other than in a de minimis way) during such 12 calendar-month period) whether
or not such person would commit a breach of his employment contract by reason of
leaving service, save that this clause shall not apply to any employee employed
by the Company or any other Subsidiary Company in a non-managerial or purely
administrative role. Notwithstanding the foregoing, the solicitation,
enticement, employment or engagement by Wits Basin or any member of Wits Basin's
Group of William Green, Mark Dacko or Stephen King shall not constitute a breach
of this clause 16;

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              16.1.2

            	
              he
      will not, directly or indirectly, within 100kms of any of the land owned
      by any member of the Group at the date of this Agreement at any time
      during the period of 12 calendar months from the Relevant
      Date:

            


    

     

    
      	
               
      

            	
              (a)

            	
              engage
      in; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              be
      concerned or interested in,

            


    

     

    any
business carried on in competition with any of the businesses of the Company or
any Subsidiary Company with which he was associated at any time during the
period of 12 calendar months prior to the Relevant Date.

    


    
      	
              16.2

            	
              Each
      Shareholder undertakes to the Company (for itself and as trustee for each
      other Company Group member) that, in the period from the date of this
      Agreement until the date that is 12 months after the Relevant Date, it
      shall introduce and first offer to the Company (for itself and on behalf
      of each other Company Group member), any opportunities relating, directly
      or indirectly, to iron ore mining or iron ore product processing in the
      People's Republic of China of which it or any member of the respective
      Shareholder's Group becomes aware ("Mining
      Opportunity").

            


    

     

    
      	
              16.3

            	
              Each
      Shareholder shall notify in writing the Company and the other Shareholders
      promptly on it, or any member of its respective Shareholder's Group
      ("Notifying
      Party"), becoming aware of a Mining Opportunity. The Notifying
      Party shall promptly on written request, provide to the Company and the
      other Shareholders all such information within its control and as
      reasonably requested by the Company or the other Shareholders, in order to
      enable the Company and its Group to properly assess the Mining
      Opportunity. Any information provided to any of the Company or the other
      Shareholders (each an "Interested Party") under
      this clause 16.3 should be provided at the same time to the other
      Interested Parties.

            


    

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    
      	
              16.4

            	
              If
      the Company does not provide written notice to the Notifying Party, with a
      copy to the other Interested Parties, within 45 days of receiving notice
      of the Mining Opportunity, that it wishes to pursue the Mining
      Opportunity, the right of first offer granted in clauses 16.2 will
      lapse.

            


    

     

    
      	
              16.5

            	
              The
      parties agree that in the period from the date of this Agreement until the
      date that is 12 months after the Relevant Date, each Shareholder and each
      member of its respective Shareholder's Group and its respective Personnel
      ("Relevant
      Shareholder") shall be prohibited from pursuing any Mining
      Opportunity in the event that the Company or any member of its
      Group:

            


    

     

    
      	
               
      

            	
              16.5.1

            	
              pursues
      (or takes action to pursue) the relevant Mining Opportunity;
      or

            


    

     

    
      	
               
      

            	
              16.5.2

            	
              declines
      to pursue the relevant Mining Opportunity as a result of the Relevant
      Shareholder (or its Nominated Directors) voting against or otherwise
      vetoing the pursuit of the relevant Mining Opportunity whether directly or
      indirectly (including by refusing to provide or approve additional
      funding) at the Company level and where the other Shareholder(s) (or its
      Nominated Directors) was in favour of pursuing the relevant Mining
      Opportunity.

            


    

     

    
      	
              16.6

            	
              For
      the purpose of clause 16.3:

            


    

     

    
      	
               
      

            	
              16.6.1

            	
              the
      awareness of Wits Basin includes the awareness of Stephen King any
      employee of, or consultant to, Wits Basin or any member of its
      Shareholder's Group that performs the role of "Supervisor" for any of the
      Target Entities or any other Subsidiary Company incorporated in the PRC
      from time to time and any other persons who perform similar functions at
      Wits Basin with respect to the Company's Group from time to time;
      and

            


    

     

    
      	
               
      

            	
              16.6.2

            	
              the
      awareness of London Mining includes the awareness of Graeme Hossie Rachel
      Rhodes and Luciano Ramos and any other persons who perform similar
      functions at London Mining with respect to the Company's Group from time
      to time,

            


    

     

    in each
case in their capacity as an employee or consultant of Wits Basin or London
Mining (as applicable).

     

    
      	
              16.7

            	
              For
      the purposes of clauses 16.1, 16.2 and
16.5:

            


    

     

    
      	
               
      

            	
              16.7.1

            	
              the
      "Relevant Date"
      shall mean the date on which the Shareholder cease to hold any Shares (or
      any shares in any Subsidiary
Company);

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              16.7.2

            	
              "directly or indirectly"
      shall mean a Shareholder acting either alone or jointly with or on behalf
      of any other person, firm or company whether as principal, partner,
      Operator, employee, contractor, director, consultant, investor or
      otherwise; and

            


    

     

    
      	
               
      

            	
              16.7.3

            	
              "Personnel" shall mean
      directors, officers, employees, agents, contractors, sub-contractors or
      professional advisers of a party or any other member or its
      Group

            


    

     

    
      	
              16.8

            	
              Nothing
      contained in clause 16.1 shall prevent a Shareholder from being the holder
      or beneficial owner, by way of bona fide investment, of any class of
      securities in any company if such class of securities is listed, or dealt
      in, on a recognised investment exchange (within the meaning of section
      285(1) of the English Financial Services and Markets Act 2000) provided
      that it (together, in the case of an individual, with his spouse and minor
      children and, in the case of a body corporate, with all other members of
      its Group) neither holds nor is beneficially interested in more than a
      total of 1% of any single class of the securities in that
      company.

            


    

     

    
      	
              16.9

            	
              Each
      of the undertakings contained in clauses 16.1, 16.2 and 16.5 is a separate
      undertaking by each Shareholder in relation to itself and its interests
      and shall be enforceable by the Company and the other Shareholders
      separately and independently of its rights to enforce any one or more of
      the other covenants contained in clause
16.

            


    

     

    
      	
              16.10

            	
              Each
      Shareholder agrees (having taken independent legal advice) that the
      undertakings contained in clauses 16.1, 16.2 and 16.5 are reasonable and
      necessary for the protection of the legitimate interests of the Company
      and members of its Group and that these restrictions do not work harshly
      on it.  Each Shareholder nevertheless agreed that, if any such
      undertaking shall be found to be void but would be valid if some part were
      deleted, then such undertaking shall apply with such deletions as may be
      necessary to make it valid and
enforceable.

            


    

     

    
      	
              16.11

            	
              Each
      Shareholder shall procure that each member of its respective Shareholder's
      Group and each employee and consultant, agent and officer of each member
      of its respective Shareholder's Group is aware of and complies with the
      undertakings contained in clauses 16.1, 16.2 and
  16.5.

            


    

     

    17.             CONFIDENTIALITY

     

    
      	
              17.1

            	
              Notwithstanding
      any other provision of this Agreement, the Shareholders shall be entitled
      at all times:

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              17.1.1

            	
              to
      consult freely about the Group and its affairs with, and to disclose
      Conditional Information to, their auditors, lenders and proposed lenders
      and with any other member of their respective Groups or investors (or with
      or to any of its or their respective professional advisers);
      and

            


    

     

    
      	
               
      

            	
              17.1.2

            	
              for
      the purposes of facilitating an Exit or sale of some or all of their
      Shares, to disclose any Confidential Information to any proposed
      purchaser, underwriter, sponsor or
broker,

            


    

     

    provided
that the Shareholder disclosing such information shall use reasonable endeavours
to procure that any such recipient is made aware that it is Confidential
Information and agrees to treat it accordingly and, with respect to clause
17.1.2, shall keep the Board informed of the identity of any persons to whom
disclosures are made pursuant to this clause. The Company agrees with the
Shareholders who, for these purposes, shall also act as trustee for the persons
to whom Confidential Information may be disclosed under this clause 17.1, to
waive any claim for breach of confidence in respect of any disclosure of
Confidential Information made by the Shareholders in compliance with this clause
17.1.

     

    
      	
              17.2

            	
              Subject
      to clause 17.1, each party shall in all respects keep confidential and not
      at any time disclose or make known in any other way to anyone whomsoever
      or use for his own or any other person's benefit or to the detriment of
      any Group Company any Confidential Information, provided
    that:

            


    

     

    
      	
               
      

            	
              17.2.1

            	
              such
      obligation shall not apply to information which becomes generally known
      (other than through a breach by any party of this
  clause);

            


    

     

    
      	
               
      

            	
              17.2.2

            	
              any
      party shall be entitled at all times to disclose such information as may
      be required by law or by any competent judicial or regulatory authority to
      enable it to comply with the requirements of Oslo Axess or any other any
      securities exchange on which it or any member of a Shareholder's Group is
      listed or for tax or accounting purposes (provided that, so far as
      practicable, the disclosing party shall consult with the other parties
      prior to making such disclosure);
and

            


    

     

    
      	
               
      

            	
              17.2.3

            	
              nothing
      contained in this clause shall prevent any employee of any Group Company
      from disclosing information in the proper performance of his duties as an
      employee.

            


    

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    18.             ANNOUNCEMENTS

     

    No
Shareholder shall (without the consent of the other Shareholder, such consent
not to be unreasonably withheld or delayed) issue any press release or make any
public statement or publish any document or make any public statement or
otherwise make any disclosure to any person who is not a party to this
Agreement, other than the Announcements, before or after the date of this
Agreement, relating to any of the matters provided for or referred to in this
Agreement or any ancillary matter.  This clause shall not apply to any
announcement or disclosure required by law, by any competent judicial or
regulatory authority, Oslo Axess, the Securities and Exchange Commission or by
any securities exchange (in which case the parties shall co-operate, in good
faith, in order to agree the content of any such announcement, so far as
practicable, prior to its being made).

     

    19.             TERMINATION

     

    Save as
expressly provided in this Agreement to the contrary and unless otherwise agreed
by the Shareholders, this Agreement other than clauses 1 (Definitions and
Interpretation), 16 (Restrictive Covenants), 17 (Confidentiality), 18
(Announcements), 22 (Applicable Law and Jurisdiction), 23 (General) and 24
(Notices), shall terminate upon the happening of the earliest of the
following:-

    


    
      	
              19.1

            	
              the
      acquisition by one Shareholder or its nominee of all of the Shares in the
      Company held by the other
Shareholders;

            


    

     

    
      	
              19.2

            	
              the
      sale of all of the Shares to a third party;
and

            


    

     

    
      	
              19.3

            	
              completion
      of the liquidation of the Company.

            


    

     

    20.             MEMORANDUM
AND ARTICLES

     

    If the
provisions of the memorandum and articles of association for the time being of
any Group Company conflict with the provisions of this Agreement then, during
such period, the parties agree that the provisions of this Agreement shall
prevail and the parties agree to amend the provisions of the relevant memorandum
and articles of association to remove the conflict.

    


    21.             COSTS

     

    Each of
the parties shall pay all costs and expenses incurred by it in its own right in
connection with the negotiation and conclusion of this Agreement.

    


    22.             APPLICABLE
LAW AND JURISDICTION

     

    
      	
              22.1

            	
              This
      Agreement and the rights and obligations of the parties shall be governed
      by and construed in accordance with the laws of England and
      Wales.

            


    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    
      	
              22.2

            	
              The
      parties irrevocably submit to the non-exclusive jurisdiction of the courts
      of England and Wales in respect of any claim, dispute or difference
      arising out of or in connection with this
  Agreement.

            


    

     

    23.             GENERAL

     

    Entire
agreement

    


    
      	
              23.1

            	
              This
      Agreement (together with any documents referred to herein or entered into
      pursuant to this Agreement) contains the entire agreement and
      understanding of the parties and supersedes all prior agreements,
      understandings or arrangements (both oral and written) relating to the
      subject matter of this Agreement and any such
  document.

            


    

     

    
      	
              23.2

            	
              This
      Agreement shall not be construed as creating any partnership or agency
      relationship between any of the
parties.

            


    

     

    Variations
and waivers

    


    
      	
              23.3

            	
              No
      variation of
      this Agreement shall be effective unless made in writing and signed by or
      on behalf of all the parties and expressed to be such a
      variation.

            


    

     

    
      	
              23.4

            	
              No
      failure or delay any party or time or indulgence given in exercising any
      remedy or right under or in relation to this Agreement shall operate as a
      waiver of the same nor shall any single or partial exercise of any remedy
      or right preclude any further exercise of the same or the exercise of any
      other remedy or right.

            


    

     

    
      	
              23.5

            	
              No
      waiver by any party of any requirement of this Agreement, or of any remedy
      or right under this Agreement, shall have effect unless given in writing
      and signed by such party.  No waiver of any particular breach of
      the provisions of this Agreement shall operate as a waiver of any
      repetition of such breach.

            


    

     

    
      	
              23.6

            	
              Any
      waiver, release or compromise or any other arrangement of any kind
      whatsoever which a party gives or enters into with any other party in
      connection with this Agreement shall not affect any right or remedy of
      that party as regards any other parties or the liabilities of any other
      such parties under or in relation to this
  Agreement.

            


    

     

    Assignment

    


    
      	
              23.7

            	
              Subject
      to clauses 9.1, 9.2, 9.3 and 9.5, no Shareholder shall be entitled to
      assign the benefit or burden of any provision of this Agreement (or any of
      the documents referred to herein) without the consent of the other
      Shareholders.

            


    

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    Counterparts

    


    
      	
              23.8

            	
              This
      Agreement may be executed as two or more counterparts and execution by
      each of the parties of any one of such counterparts will constitute due
      execution of this Agreement.

            


    

     

    Further
assurance

    


    
      	
              23.9

            	
              Each
      party shall, and shall use all reasonable endeavours to procure that any
      necessary third party shall, do and execute and perform all such further
      deeds, documents, assurances, acts and things as may reasonably be
      required to give effect to this
Agreement.

            


    

     

    Injunctive
relief

    


    
      	
              23.10

            	
              It
      is acknowledged and agreed that any breach of the terms of this Agreement
      could cause the Shareholders irreparable injury for which damages may not
      be an adequate remedy.  In the event of a breach or threatened
      breach by any Shareholder of the terms of this Agreement, but without
      limitation to any other remedies available to it, the other Shareholders
      shall be entitled to seek injunctive relief in any Court of competent
      jurisdiction restraining the party in breach from breaching the terms of
      this Agreement.

            


    

     

    Other
remedies

    


    
      	
              23.11

            	
              Any
      remedy or right conferred upon a Shareholder for breach of this Agreement
      shall be in addition, and without prejudice, to all other rights and
      remedies available to it.

            


    

     

    Third
party rights

    


    
      	
              23.12

            	
              No
      provision of this Agreement is intended to benefit or be enforceable by
      any third party pursuant to the Contracts (Rights of Third Parties) Act
      1999, but this shall not affect any right or remedy of a third party which
      exists or is available apart from that
Act.

            


    

     

    24.             NOTICES

     

    Form
of Notice

    


    
      	
              24.1

            	
              Any
      notice, consent, request, demand, approval or other communication to be
      given or made under or in connection with this Agreement (each a "Notice"
      for the purposes of this clause) shall be in writing and signed by or on
      behalf of the person giving it.

            


    

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    Method
of service

    


    
      	
              24.2

            	
              Service
      of a Notice must be effected by one of the following
    methods:

            


    

     

    
      	
               
      

            	
              24.2.1

            	
              by
      hand to the relevant address set out in clause 24.4 and shall be deemed
      served upon delivery if delivered during a Business Day, or at the start
      of the next Business Day if delivered at any other time;
  or

            


    

     

    
      	
               
      

            	
              24.2.2

            	
              by
      prepaid first-class post to the relevant address set out in clause 24.4
      and shall be deemed served at the start of the second Business Day after
      the date of posting; or

            


    

     

    
      	
               
      

            	
              24.2.3

            	
              by
      prepaid international airmail to the relevant address set out in clause
      24.4 and shall be deemed served at the start of the fourth Business Day
      after the date of posting; or

            


    

     

    
      	
               
      

            	
              24.2.4

            	
              by
      facsimile transmission to the relevant facsimile number set out in clause
      24.4 and shall be deemed served on despatch if despatched during a
      Business Day, or at the start of the next Business Day if despatched at
      any other time, provided that in each case a receipt indicating complete
      transmission of the Notice is obtained by the sender and that a copy of
      the Notice is also despatched to the recipient using a method described in
      clause 24.2.1 to clause 24.2.3 (inclusive) no later than the end of the
      next Business Day.

            


    

     

    
      	
              24.3

            	
              In
      clause 24.2 "during a
      Business Day" means any time between 9.30 a.m. and 5.30 p.m. on a
      Business Day based on the local time where the recipient of the Notice is
      located.  References to "the start of [a] Business
      Day" and "the end
      of [a] Business Day" shall be construed
  accordingly.

            


    

     

    Address
for service

    


    
      	
              24.4

            	
              Notices
      shall be addressed as follows:

            


    

     

    
      	
               
      

            	
              24.4.1

            	
              Notices
      for London Mining shall be marked for the attention
  of:

            


    

     

    
      	
            	
              Name: 

            	
              Rohit
      Bhootralingam

            


    

    


    
      	
            	
              Address: 

            	
              London
      Mining Plc

            


    

    39 Sloane Street

    London

    United Kingdom

    SW1X 9LP

    


    
      
        
          	
                	
                  Fax
      number:

                	
                  00
      44 (0)20 7201 5050

                


        

      

    

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              24.4.2

            	
              Notices
      for Wits Basin shall be marked for the attention
  of:

            


    

    
       

      
        	
              	
                Name: 

              	
                Stephen
      King

              


      

      


      
        	
              	
                Address: 

              	
                Wits
      Basin Precious Minerals Inc.

              


      

    

    80 South
8th
Street, Suite 900

    Minneapolis, Minnesota
55402-8773

    
      


      
        
          
            	
                  	
                    Fax
      number:

                  	
                    (US)
      1 (612) 395-5276

                  


          

        

      

    

    


    
      	
               
      

            	
              24.4.3

            	
              Notices
      for the Company shall be marked for the attention
  of:

            


    

    
      
         

        
          	
                	
                  Name: 

                	
                  Stephen
      King

                


        

        


        
          	
                	
                  Address: 

                	
                  China
      Global Mining Resources (BVI)
Ltd.

                


        

      

      
        80 South
8th
Street, Suite 900

        Minneapolis,
Minnesota 55402-8773

      

      
        


        
          
            
              	
                    	
                      Fax
      number:

                    	
                      (US)
      1 (612)
395-5276

                    


            

          

        

      

    

    


    Copies
of Notices

    


    
      	
              24.5

            	
              Copies
      of all Notices sent to the Company shall also be sent or given to Rohit
      Bhootralingam of London Mining of 39 Sloane Street, London, SW1X 9LP,
      United Kingdom.  Such copies shall be sent or given in
      accordance with one of the methods described in clause
      24.2.  Failure to communicate such copies shall not invalidate
      such Notice.

            


    

     

    Change
of details

    


    
      	
              24.6

            	
              A
      party may change its address for service provided that it gives the other
      party not less than 28 days' prior notice in accordance with this clause
      24.  Until the end of such notice period, service on either
      address shall remain effective.

            


    

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

    THIS AGREEMENT has been duly
executed and delivered as a deed by the parties on the date stated
above.


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    SCHEDULE
1

    


    RESERVED
MATTERS

    


    
      	
              (i)

            	
              Any
      material change in the nature or scope of the Business of the Company or
      any of its Subsidiary Companies.

            


    

    


    
      	
              (ii)

            	
              The
      disposal of the whole or a substantial part of the undertaking, assets or
      mining rights of the Company or any of its Subsidiary Companies or any
      interest therein (other than to any member of the
  Group).

            


    

    


    
      	
              (iii)

            	
              The
      acquisition of any company or of the whole or part of the assets or
      undertaking of any company or other person by the Company or any
      Subsidiary Company including the acquisition of MZM under the MZM Equity
      Transfer Agreement.

            


    

    


    
      	
              (iv)

            	
              The
      passing of a resolution to wind-up or dissolve the Company or any
      Subsidiary Company or to apply to the court for an administration order or
      the appointment of a receiver, administrative receiver, liquidator,
      trustee or similar officer of the Company or any Subsidiary Company or of
      any or all of the assets of the Company or any Subsidiary
      Company.

            


    

    


    
      	
              (v)

            	
              The
      commencement by the Company or any Subsidiary Company of negotiations with
      creditors as a whole or any class thereof with a view to the readjustment
      or rescheduling of its indebtedness or the making of a general assignment
      for the benefit of creditors as a
whole.

            


    

    


    
      	
              (vi)

            	
              The
      making of loans or advances by the Company or any Subsidiary Company to
      any Shareholder or connected person or the giving of guarantees by the
      Company or any Subsidiary Company in respect of obligations of any
      Shareholder or connected person or the amendment of any terms, or
      settlement, of any outstanding loan given by or to the Company or any
      member of the Group.

            


    

    


    
      	
              (vii)

            	
              The
      purchase, cancellation or redemption of any Shares of the Company or any
      Subsidiary Company.

            


    

    


    
      	
              (viii)

            	
              The
      initiation (by commencement of proceedings) or the settlement of any
      litigation or arbitration by the Company or any Subsidiary Company save
      for debt collection in the ordinary course of
  business.

            


    

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    
      	
              (ix)

            	
              The
      entry into of any joint venture or profit sharing agreement or partnership
      by the Company or any Subsidiary Company with any third
    party.

            


    

    


    
      	
              (x)

            	
              The
      approval, replacement, revision, modification or variation of the Business
      Plan.

            


    

    


    
      	
              (xi)

            	
              The
      approval of the Annual Budget referred to in clause
  5.2.5.

            


    

    


    
      	
              (xii)

            	
              The
      incurring of expenditure by the Company or any Subsidiary Company during a
      financial period of the Company which is in excess of 5% of the
      expenditure provided for in respect of that financial period in the
      relevant Annual Budget.

            


    

    


    
      	
              (xiii)

            	
              The
      giving of any guarantee, indemnity or security by the Company or any
      Subsidiary Company in respect of the obligations of any person (other than
      the Company or any Subsidiary Company) and any subsequent variation to any
      such guarantee, indemnity or security once
  given.

            


    

    


    
      	
              (xiv)

            	
              The
      creation or issue of any mortgage, debenture, fixed or floating charge,
      lien (other than a lien arising by operation of law) or other encumbrance
      over the whole or any part of the undertaking, property or assets of the
      Group other than for permitted borrowings in accordance with clause
      7.5.

            


    

    


    
      	
              (xv)

            	
              The
      entry into or variation to a material extent, or termination (other than
      in accordance with its terms) of any arrangement or agreement between the
      Company or any Subsidiary Company and any shareholder or connected
      person.

            


    

    


    
      	
              (xvi)

            	
              The
      appointment of any committee of the Board of Directors of the Company or
      any Subsidiary Company or the delegation of any of the powers of the board
      to such committee (unless a representative of each Shareholder has been
      appointed to the committee).

            


    

    


    
      	
              (xvii)

            	
              The
      appointment of any senior manager or employee (with a total remuneration
      package of over US$100,000) ("Senior Employee") to
      work for any member of the Group or the material amendment to the terms
      (including as to remuneration) or scope of engagement of any Senior
      Employee employed by any member of the Group from time to
      time.

            


    

    


    
      	
              (xviii)

            	
              The
      payment of any bonus or other material benefit to any Senior
      Employee.

            


    

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

    
      	
              (xix)

            	
              Any
      payment to Lu Benzhao under the Consulting Agreement, the MZM Equity
      Transfer Agreement, the NSM Equity Transfer Agreement or any amendment of
      any payment to Lu Benzhao set out under clause
  4.2.5.

            


    

    


    
      	
              (xx)

            	
              The
      setting of any performance hurdles or performance incentives imposed under
      the Operator Agreement or in respect of any employee or consultant plus
      determination of the bonus
arrangements.

            


    

    


    
      	
              (xxi)

            	
              The
      incurring of any Marketing Costs (as that term is defined under the
      Operator Agreement) in excess of an aggregate of
    US$100,000.

            


    

    


    
      	
              (xxii)

            	
              The
      termination or amendment of the Operator Agreement, including without
      limitation any variation to the Operator Fee paid under the Operator
      Agreement.

            


    

    


    
      	
              (xxiii)

            	
              The
      approval of the reimbursement of Expenses by the Company or any of member
      of its Group under the Operator Agreement which are not approved under
      paragraphs 3.3.1 to 3.3.4 of Schedule 2 to the Operator
      Agreement.

            


    

    


    
      	
              (xxiv)

            	
              The
      entry into of any contract or transaction by the Company or any Subsidiary
      Company except in the ordinary course of trading and on arm's length
      terms.

            


    

    


    
      	
              (xxv)

            	
              The
      factoring or assignment of any of the book debts of the Company or any
      Subsidiary Company.

            


    

    


    
      	
              (xxvi)

            	
              An
      alteration of the financial year end or accounting policies of the Company
      or any Subsidiary Company.

            


    

    


    
      	
              (xxvii)

            	
              The
      making of any claim, disclaimer, surrender, election or consent which
      would have a material adverse taxation effect on the Company or any
      Subsidiary Company or the Shareholders (in respect of their Shares in the
      Company) or any member of the Shareholder's
  Group.

            


    

    


    
      	
              (xxviii)

            	
              Any
      change to the name of the Company or any Subsidiary
    Company.

            


    

    


    
      	
              (xxix)

            	
              Any
      change of the auditors of the Company or any Subsidiary
      Company.

            


    

    


    
      	
              (xxx)

            	
              The
      consolidation, sub-division or conversion of any equity capital of the
      Company or any Subsidiary Company or other reorganisation of the equity
      securities of in the Company or any Subsidiary
  Company.

            


    

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

    
      	
              (xxxi)

            	
              The
      issue of any securities in the Company or any Subsidiary Company or rights
      to subscribe for or options over such
  securities.

            


    

    


    
      	
              (xxxii)

            	
              The
      entry by the Company or any member of the Group into any long term pricing
      contracts or purchase contracts with other
  operators.

            


    

    


    
      	
              (xxxiii)

            	
              The
      initiation of discussions by the Company or any member of the Group or any
      of their employees, officers, agents or advisors in relation to, or the
      implementation of any integration plan proposed by a governmental
      authority which involves the Company or any Subsidiary Company including
      any discussions with the operators, managers or owners of the Sanbanquiao
      Mine or Guqiao Mine and their successors in
  interest.

            


    

    


    
      	
              (xxxiv)

            	
              The
      incurring of any indebtedness for borrowed money by the Company or any
      Subsidiary Company which is material in the context of the Business except
      as permitted by the terms of this Agreement and except in the ordinary
      course of business.

            


    

    


    
      	
              (xxxv)

            	
              Any
      amendment, substitution or replacement to the memorandum or articles of
      association of the Company or any Subsidiary Company save as contemplated
      by clause 4.

            


    

    


    
      	
              (xxxvi)

            	
              Any
      amendment, substitution or replacement to the Consulting Agreement, the
      MZM Equity Transfer Agreement or the NSM Equity Transfer
      Agreement.

            


    

    


    
      	
              (xxxvii)

            	
              The
      engagement of any person by the Company or any member of its Group to
      conduct a feasibility report in respect of any acquisition, joint venture
      or other project proposed to be undertaken by the Company or any member of
      its Group, to provide a technical report on the operations or reserves and
      resources of the Business, to provide a competent persons report or a
      mining expert's report or to otherwise comment on or verify the reserves
      and resources of the Target Entities and any other members of the Group
      (from time to time).

            


    

    


    
      	
              (xxxvii)

            	
              The
      entry into of any agreement to effect any of the matters referred to
      above.

            


    


    
      
         


      

      
        80

        
          

        

      

      
         


      

    

    


    
      
        
          	
                   EXECUTED and DELIVERED as a DEED

                	
                  )

                	 
      
	
                  by
      LONDON MINING
      PLC

                	
                  )

                	 
      
	
                  acting
      by:

                	
                  )

                	 
      


        

      

    

    


    
      
        
          	
                   
      

                	
                  Director:    /s/
      Rachel Rhodes

                


        

      

    

    


    
      
        
          	
                   
      

                	
                  Director/Secretary:

                


        

      

    


    
      
         


      

      
        81

        
          

        

      

      
         


      

    

    


    
      
        	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
      
	
                by
      WITS BASIN
      PRECIOUS

              	
                )

              	 
      
	
                MINERALS
      INC.

              	
                )

              	 
      
	
                acting
      by:

              	
                )

              	 
      


      

    

    


    
      
        
          	
                   
      

                	
                  Director:   /s/
      Stephen D. King

                


        

      

    

    


    
      
        
          	
                   
      

                	
                  Director/Secretary:

                


        

      

    

    


    
      
        	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
      
	
                by
      CHINA GLOBAL
      MINING

              	
                )

              	 
      
	
                RESOURCES
      (BVI) LIMITED

              	
                )

              	 
      
	
                acting
      by:

              	
                )

              	 
      


      

    

    


    
      
        
          	
                   
      

                	
                  Director:   /s/
      Stephen D. King

                


        

      

    

    


    
      
        
          	
                   
      

                	
                  Director/Secretary:

                


        

      

    


    
      
         


      

      
        82