EX-4.54



 Exhibit 4.54 

edward nathan sonnenbergs 

johannesburg cape town durban stellenbosch

150 west street
 sandown sandton
johannesburg 2196
 p o box 783347 sandton south africa 2146

docex 152 randburg
 tel +2711 269 7600
fax +2711 269 7899
 info@ens.co.za www.ens.co.za
  

			
	 	 	 

 REINSTATEMENT AND SECOND ADDENDUM TO THE EXCHANGE AND SALE OF MINING RIGHT PORTIONS AGREEMENT 

entered into between 

ARMGOLD/HARMONY FREEGOLD JOINT VENTURE COMPANY PROPRIETARY LIMITED 

and 
 SIBANYE GOLD
LIMITED 

  

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










 
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	 	1.	INTERPRETATION 

 In this Agreement – 

 

	 	1.1.	“Agreement” means this reinstatement and second addendum to the Exchange and Sale of Mining Right Portions Agreement; 


 

	 	1.2.	“Exchange and Sale of Mining Right Portions Agreement” means the exchange and sale of mining right portions agreement entered into between the Parties on or about 11 October 2013, as amended; and


  

	 	1.3.	unless otherwise defined herein or the context indicates otherwise, words and expressions defined in the Exchange and Sale of Mining Right Portions Agreement will have the same meanings and any reference to the word
“clause” refers to a clause of the Exchange and Sale of Mining Right Portions Agreement. 

  

	 	2.	INTRODUCTION 

  

	 	2.1.	The Exchange and Sale of Mining Right Portions Agreement was subject to the fulfilment of a number of Conditions Precedent. 

  

	 	2.2.	The Condition Precedent contained in clause 4.1.5 of the Exchange and Sale of Mining Right Portions Agreement had not been timeously fulfilled by the date for fulfilment thereof and accordingly the provisions of the
Exchange and Sale of Mining Right Portions Agreement, save for clauses 1 to 4 and clauses 9 to 25 of the Exchange and Sale of Mining Right Portions Agreement, have failed to become of any force or effect. 


 

	 	2.3.	This Agreement sets out the terms upon which the Parties agree to a reinstatement and amendment of the Exchange and Sale of Mining Right Portions Agreement. 


 

	 	2.4.	The Parties wish to record their agreement in writing. 

  

	 	3.	REINSTATEMENT 

 The Parties hereby reinstate and revive the Exchange and Sale of Mining
Right Portions Agreement (and to the extent required hereby re-enter into the Exchange and Sale of Mining Right Portions Agreement) and agree that the Exchange and Sale of Mining Right Portions Agreement shall, subject to clause 4 of this Agreement,
again be of full force and effect on the same terms and conditions. 

  

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










 
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	 	4.	AMENDMENT 

 The Parties hereby amend the Exchange and Sale of Mining Right Portions
Agreement by deleting the number and words “30 April 2014” where they appear in clause 4.1.5 and replacing them with the following numbers and word “30 June 2014”. 

 

	 	5.	SAVINGS CLAUSE 

 Save to the extent specifically or by necessary implication modified in
or inconsistent with the provisions of this Agreement or unless otherwise agreed in writing between the Parties, all the terms and conditions of the Exchange and Sale of Mining Right Portions Agreement shall mutatis mutandis continue in full
force and effect. 
  

	 	6.	COSTS 

 Each Party will bear and pay its own legal costs and expenses of and incidental
to the negotiation, drafting, preparation and implementation of this Agreement. 
  

	 	7.	SIGNATURE 

  

	 	7.1.	This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party last signing one
of the counterparts. 

  

	 	7.2.	Signed on behalf of the Parties, each signatory hereto warranting that he/she has due authority to do so. 

  

					
		 	For:	 	ARMGOLD/HARMONY FREEGOLD JOINT VENTURE COMPANY PROPRIETARY LIMITED

  

					
		 	Signature:	 	 /s/ GP Briggs

		 		 	who warrants that he / she is duly authorised thereto
			
		 	Name:	 	 GP Briggs

			
		 	Date:	 	 8 May 2014

			
		 	Place:	 	 Randfontein










 
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		 	For:	 	SIBANYE GOLD LIMITED

  

					
		 	Signature:	 	 /s/ Charl Keyter

		 		 	who warrants that he / she is duly authorised thereto
			
		 	Name:	 	Charl Keyter
			
		 	Date:	 	6/5/2014
			
		 	Place:	 	Weston Aria