Loan
Assignment Agreement


Orogen
Minerals Limited


DRD
(Isle of Man) Limited


and


Orogen
Minerals (Porgera) Limited


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Freehills  [Logo]


 


 


QV.1 Building 250 St Georges Terrace Perth Western
Australia 6000 Australia


Telephone +61 8 9211 7777 Facsimile +61 8 9211 7878


www.freehills.com  
DX 104   Perth


 


SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY
SINGAPORE


Correspondent Offices JAKARTA KUALA LUMPUR


 


Liability limited by the Solicitors’ Limitation of
Liability Scheme, approved under the Professional Standards Act 1994 (NSW)


 


Reference


 

















 


Table of Contents


	
  Clause

  	
  Page

  
	
  1.

  	
  Definitions and
  Interpretation

  	
  1

  
	
   

  	
  1.1

  	
  Definitions

  	
  1

  
	
   

  	
  1.2

  	
  Interpretation

  	
  2

  
	
   

  	
  1.3

  	
  Inclusive expressions

  	
  2

  
	
  2.

  	
  Acknowledgment and
  assignment

  	
  2

  
	
  3.

  	
  Consent and notice

  	
  2

  
	
  4.

  	
  Representations and
  warranties

  	
  2

  
	
   

  	
  4.1

  	
  General representations and
  warranties by OML

  	
  2

  
	
   

  	
  4.2

  	
  General representations and
  warranties by DRD (IoM)

  	
  3

  
	
  5.

  	
  Governing law

  	
  4

  
	
  6.

  	
  Stamp duty and costs

  	
  4

  



 


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This
loan assignment agreement


is made on 14 October
2003 between the following parties:


1.                                      Orogen Minerals Limited

a company incorporated under the laws of the Independent State of Papua New
Guinea with company number 2-25619

of Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby,
National Capital District

(OML)


2.                                      DRD (Isle of Man) Limited

a company incorporated under the laws of the Isle of Man with company number
94445C

of Grosvenor House, 66/67 Athol Street, Douglas, Isle of Man 

(DRD
(IoM))


3.                                      Orogen Minerals (Porgera) Limited

a company incorporated under the laws of the Independent State of Papua New
Guinea with company number 1-25740

of Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby,
National Capital District

(OMP)


Recitals


A.                                   OML has provided the Loan to OMP.


B.                                     OML, DRD (IoM) and OMP are (among others)
parties to the deed of amalgamation between OML, DRD (IoM), Mineral Resources
Porgera Limited, OMP, Oil Search Limited, Dome Resources (PNG) Limited and Durban
Roodepoort Deep, Limited, dated 14 October 2003 (Deed of Amalgamation) whereby
OML has agreed, amongst other things, to assign the benefit of the Loan to DRD
(IoM) and DRD (IoM) has agreed to accept the assignment.


The
parties agree


in consideration of,
among other things, the mutual promises contained in this agreement:




1.             DEFINITIONS
AND INTERPRETATION





1.1          Definitions


In this agreement:


Dollars or “$” means the lawful currency of the United States of America;
and


Loan means the loan for the amount of the Loan Balance, held in Dollars,
owed by OMP to OML, on the terms set out in the schedule.


 

















 


1.2          Interpretation


A word or phrase (other
than one defined in clause 1.1) defined in the Deed of Amalgamation has the
same meaning in this agreement.


1.3          Inclusive
expressions


Specifying anything in
this agreement after the word “includes” or “for example” or similar
expressions does not limit what else is included unless there is express
wording to the contrary.




2.             ACKNOWLEDGMENT
AND ASSIGNMENT





(a)           OMP acknowledges the existence of the
Loan.


(b)           In consideration of the payment to be
made by DRD (IoM) to OML at Completion under clause 8.5 of the Deed of
Amalgamation, OML absolutely and unconditionally assigns the benefit of the
Loan to DRD (IoM) with effect on and from Completion.


(c)           DRD (IoM) accepts the assignment.




3.             CONSENT
AND NOTICE





(a)           In consideration of the payment to be
made by DRD (IoM) to OML at Completion under clause 8.5 of the Deed of
Amalgamation, OMP consents to the assignment in clause 2.


(b)           OMP acknowledges receipt of notice of
the assignment in clause 2.


(c)           The parties agree and acknowledge
that on and from Completion:


(1)           OMP will be indebted to DRD (IoM) for
the amount of the Loan Balance; and


(2)           OMP will be released from, and have
no liability under or in respect of, the Loan to OML.




4.             REPRESENTATIONS
AND WARRANTIES





4.1          General
representations and warranties by OML


(a)           OML represents and warrants to DRD
(IoM) that:


(1)           authority: it has full power and authority
to enter into and perform its obligations under this agreement;


(2)           binding obligations: this agreement
constitutes a legal, valid and binding obligation of each of OML and OMP and is
enforceable in accordance with its terms subject to 


 


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any necessary stamping
and registration and to equitable principles and laws generally affecting
creditors rights;


(3)           transaction permitted: the execution,
delivery and performance of this agreement by each of OML and OMP does not and
will not violate:


(A)          any law, regulation, authorisation,
ruling, consent, judgment, order or decree of any Government Agency;


(B)           the relevant constitution or other
constituent documents of each of OML and OMP; or


(C)           any Encumbrance, undertaking or
document which is binding on either of OML or OMP or on any of their assets,


and do not and will not result in:


(D)          the creation or imposition of any
Encumbrance or restriction of any nature on any of the assets of either of OML
or OMP; or


(E)           the acceleration of the date of
payment of any obligation existing under any Encumbrance, undertaking or
document which is binding upon either of OML or OMP or on any of its assets;


(4)           no trusts: neither OML nor OMP enters into
this agreement as trustee of any trust or settlement;


(5)           Loan valid: the Loan constitutes a legal,
valid and binding obligation of OMP to repay all moneys owing by OMP on demand,
such Loan being enforceable against OMP in accordance with its terms; and


(6)           terms: OML has disclosed, or caused to be
disclosed, to DRD (IoM) all material terms of the Loan.


(b)           The representations and warranties
given in clause 4.1 survive the execution of this agreement and the occurrence
of Completion.


(c)           OML acknowledges that DRD (IoM) has
entered into this agreement in reliance on the representations and warranties
given by OML in this clause 4.1 and in the Deed of Amalgamation.


4.2          General
representations and warranties by DRD (IoM)


(a)           DRD (IoM) represents and warrants to
OML that:


(1)           authority: it has full power and authority
to enter into and perform its obligations under this agreement;


(2)           binding obligations: this agreement
constitutes a legal, valid and binding obligation of DRD (IoM) and is
enforceable in accordance with its terms subject to any necessary stamping and
registration and to equitable principles and laws generally affecting creditors
rights;


 


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(3)           transaction permitted: the execution,
delivery and performance of this agreement by DRD (IoM) does not and will not
violate:


(A)          any law, regulation, authorisation,
ruling, consent, judgment, order or decree of any Government Agency;


(B)           the relevant constitution or other
constituent documents of each of DRD (IoM); or


(C)           any Encumbrance, undertaking or document
which is binding on either of DRD (IoM) or on any of their assets,


and do not and will not result in:


(D)          the creation or imposition of any
Encumbrance or restriction of any nature on any of the assets of DRD (IoM); or


(E)           the acceleration of the date of
payment of any obligation existing under any Encumbrance, undertaking or
document which is binding upon DRD (IoM) or on any of its assets;


(4)           no trusts: DRD (IoM) does not enter into
this agreement as trustee of any trust or settlement;


(b)           The representations and warranties
given in clause 4.2 survive the execution of this agreement and the occurrence
of Completion.


(c)           DRD (IoM) acknowledges that OML has
entered into this agreement in reliance on the representations and warranties
given by DRD (IoM) in this clause 4.2 and in the Deed of Amalgamation.




5.             GOVERNING
LAW





This agreement is
governed by the law of New South Wales and each party irrevocably submits to
the exclusive jurisdiction of the courts of New South Wales.




6.             STAMP
DUTY AND COSTS





(a)           OML must pay any Stamp Duty payable
in relation to the acknowledgement of the debt, representing the Loan,
contained in this agreement.


(b)           OML must indemnify DRD (IoM) against
any claim made against DRD (IoM) or any of DRD (IoM)’s related corporations in
relation to the failure by OML to pay any Stamp Duty that is payable on or in
relation to this agreement in accordance with clause 6(a) and any fines or
penalties in relation to the payment of Stamp Duty.


(c)           Each party must pay its own legal
costs in respect of this agreement.


 


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Schedule


	
  Amount of Loan:

  	
  Loan Balance (as
  defined in the Deed of Amalgamation).

  
	
  Currency:

  	
  All amounts advanced
  under the Loan and all repayments are to be made in Dollars

  
	
  Further advances:

  	
  Further drawdowns
  permitted at the absolute and uncontrolled discretion of OML

  
	
  Repayment:

  	
  Within 5 business days
  of a written demand by OML

  
	
  Interest rate:

  	
  90 day LIBOR for
  Dollars plus 2.5% per annum

  
	
  Security:

  	
  Unsecured

  
	
  Governing Law:

  	
  The laws of New South
  Wales.

  



 


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Executed
as an agreement:





	
  Signed by

  Orogen
  Minerals Limited

  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ T. Wilson

  	
   

  	
  /s/ M.G. Sullivan

  
	
  Witness

  	
   

  	
  Authorised Officer

  
	
   

  	
   

  	
   

  
	
  T. Wilson

  	
   

  	
  M.G. Sullivan

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed for

  DRD
  (Isle of Man) Limited

  by its attorney in

  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ D.J. Pretorius

  	
   

  	
  /s/ Ian Murray

  
	
  Witness

  	
   

  	
  Authorised Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  D.J. Pretorius

  	
   

  	
  Ian Murray

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed by

  Orogen
  Minerals (Porgera) Limited

  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ T. Wilson

  	
   

  	
  /s/ M.G. Sullivan

  
	
  Witness

  	
   

  	
  Authorised Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  T. Wilson

  	
   

  	
  M.G. Sullivan

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  



 


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