EX-4.19



 Exhibit 4.19 

ENSafrica 
 1 north wharf
square
 loop street foreshore cape town 8001

p o box 2293 cape town south africa 8000

docex 14 cape town
 tel +2721 410 2500
fax +2721 410 2555
 info@ensafrica.com ensafrica.com
  

			
	  #	  	 
		  	ADDENDUM NO. 3 TO THE MERGER AGREEMENT
		
		  	entered into between
		
		  	SIBANYE GOLD LIMITED
		
		  	and
		
		  	GOLD ONE INTERNATIONAL LIMITED
		
		  	and
		
		  	NEWSHELF 1114 PROPRIETARY LIMITED


  

					
	 	 	  law | tax | forensics | IP | africa	 	edward nathan sonnenbergs incorporated      registration number 2006/018200/21    









 TABLE OF CONTENTS 
  

							
	Clause number and description	  	Page	 
			
	1.	  	 PARTIES
	  	 	1	  
			
	2.	  	 ADDENDUM NO. 3
	  	 	1	  
			
	3.	  	 AMENDMENTS TO THE AGREEMENT BY THIS ADDENDUM NO. 3
	  	 	1	  
			
	4.	  	 APPLICABILITY OF THE AGREEMENT
	  	 	1	  
			
	5.	  	 NO VARIATION
	  	 	2	  
			
	6.	  	 COUNTERPARTS
	  	 	2	  
			
	7.	  	 COSTS
	  	 	2	  


  

					
	 	 	  law | tax | forensics | IP | africa	 	edward nathan sonnenbergs incorporated      registration number 2006/018200/21    










	1.	PARTIES 

  

	 	1.1.	The Parties to this addendum are- 

  

	 	1.1.1.	Sibanye Gold Limited (Registration No. 2002/031431/06), a company incorporated and registered in accordance with the laws of South Africa (“Sibanye”); 


 

	 	1.1.2.	Gold One International Limited (ABN 35094265746), a company incorporated and registered in accordance with the laws of Australia and registered in South Africa as an external company (as defined in the South African
Companies Act), under Registration No. 2009/000032/10 (“Gold One International”); and 

  

	 	1.1.3.	Newshelf 1114 Proprietary Limited (Registration No. 2010/018841/07), a company incorporated and registered in accordance with the laws of South Africa (“Newshelf 1114”), 


(all of the above parties are collectively referred to herein as the “Parties”). 

 

	2.	ADDENDUM NO. 3 

  

	 	2.1.	It is recorded and agreed that this is Addendum No. 3 to the written merger agreement entered into between Sibanye, Gold One International and Newshelf 1114 on 16 August 2013 (the
“Agreement”), whereby the Agreement is amended in the respects set out in clause 3 below, with effect from the date on which the Party last signing this Addendum No. 3 signs it (“Addendum No. 3 Signature
Date”). 

  

	 	2.2.	Each capitalised term used but not otherwise defined in this Addendum No. 3 shall have the meaning ascribed thereto in the Agreement. 


 

	3.	AMENDMENTS TO THE AGREEMENT BY THIS ADDENDUM NO. 3 

  

	 	3.1.	The Agreement is hereby amended, with effect from the Addendum No. 3 Signature Date, in the respects set out in clause 3.2 below. 


 

	 	3.2.	The reference to “31 March 2014” in the definition “Fulfilment Date” is hereby amended to “30 June 2014”. 


 

	4.	APPLICABILITY OF THE AGREEMENT 

  

	    	Save for the amendments provided for herein, the remaining terms and conditions contained in the Agreement shall remain and continue to be of full force and effect between the Parties, provided that should there be any
conflict between the Agreement as amended and this Addendum No. 3, the provisions of this Addendum No. 3 shall prevail. 


  
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	5.	NO VARIATION 

  

	    	No variation of, or addition to or agreed cancellation of this Addendum No. 3 shall be of any force or effect unless it is reduced to writing and signed by or on behalf of the Parties. 


 

	6.	COUNTERPARTS 

  

	    	This Addendum No. 3, may be executed and delivered in counterparts by the Parties, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall
constitute one and the same Addendum, and may be delivered by facsimile or scanned and emailed. 

  

	7.	COSTS 

  

	    	Each Party shall pay its own costs incurred in connection with the negotiation and conclusion of this Addendum No. 3. 

  

					
	For	  	SIBANYE GOLD LIMITED
			
	Signature:	  	 /s/ C Keyter
	 	 /s/ C Farrel

		  	 director
 who warrants that he / she is duly
authorised thereto
	 	 director/secretary
 who warrants that he / she
is duly authorised thereto

			
	Name:	  	 C Keyter
	 	 C Farrel

			
	Date:	  	 20 March 2014
	 	 20 March 2014

			
	Place:	  	 Westonaria
	 	 Westonaria

			
	Witness:	  	  
	 	  

			
	Witness:	  	  
	 	  


  

					
	For	  	GOLD ONE INTERNATIONAL LIMITED
			
	Signature:	  	 /s/ C D Chadwick
	 	 /s/ P B Kruger

		  	 director
 who warrants that he / she is duly
authorised thereto
	 	 director/secretary
 who warrants that he / she
is duly authorised thereto

			
	Name:	  	 C D Chadwick
	 	 P B Kruger

			
	Date:	  	 24 March 2014
	 	 24 March 2014

			
	Place:	  	 Weltevreden Park
	 	 Weltevreden Park

			
	Witness:	  	  
	 	  

			
	Witness:	  	  
	 	  



  
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	For	  	NEWSHELF 1114 PROPRIETARY LIMITED
			
	Signature:	  	 /s/ C D Chadwick
	 	 /s/ P B Kruger

		  	 director
 who warrants that he / she is duly
authorised thereto
	 	 director/secretary
 who warrants that he / she
is duly authorised thereto

			
	Name:	  	 C D Chadwick
	 	 P B Kruger

			
	Date:	  	 24 March 2014
	 	 24 March 2014

			
	Place:	  	 Weltevreden Park
	 	 Weltevreden Park

			
	Witness:	  	  
	 	  

			
	Witness:	  	  
	 	  



  
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