<PAGE>

                                                                  EXECUTION COPY
EXHIBIT 4.16

                               COVENANTS AGREEMENT

                                     between

                               GOLD FIELDS LIMITED

                         MVELAPHANDA RESOURCES LIMITED

                 LEXSHELL 579 INVESTMENTS (PROPRIETARY) LIMITED
(the name of which is to be changed to "Mvelaphanda Gold (Proprietary) Limited"
  or such other name as it may select which is acceptable to the Registrar of
                                   Companies)

                                       and

                              NEWSHELF 706 LIMITED
  (which is to be converted into a private company and the name of which is to
   be changed to "GFl Mining South Africa (Proprietary) Limited" or such other
   name as it may select which is acceptable to the Registrar of Companies)

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
1        INTERPRETATION..................................................................    1

2        INTRODUCTION....................................................................   13

3        SUSPENSIVE CONDITION............................................................   14

4        COMMENCEMENT AND DURATION.......................................................   15

5        MEMORANDA AND ARTICLES OF ASSOCIATION...........................................   15

6        GOLD FIELDS' AND THE COMPANY'S WARRANTIES.......................................   16

7        MVELA RESOURCES' WARRANTIES.....................................................   19

8        DIRECTORS.......................................................................   20

9        MATERIAL MATTERS................................................................   21

10       RESTRICTIONS ON DISPOSAL OF EMPOWERMENT INTEREST AND SHARES ....................   24

11       DEEMED OFFERS...................................................................   27

12       PRE-EMPTIVES ON MVELA GOLD SHARES...............................................   29

13       FUNDING.........................................................................   34

14       GUARANTEES......................................................................   35

15       REFERRAL OF OPPORTUNITIES.......................................................   36

16       DIVIDENDS AND OTHER DISTRIBUTIONS TO SHAREHOLDERS...............................   40

17       PARTIES' RIGHTS TO INFORMATION AND TO EXAMINE BOOKS AND
         ACCOUNTS........................................................................   41

18       INCREASES IN HDSA INTEREST IN THE GFI GROUP.....................................   41

19       DELISTING OF GOLD FIELDS........................................................   45

20       CONFIDENTIALITY.................................................................   50

21       DISPUTES........................................................................   51

22       CO-OPERATION....................................................................   54
</TABLE>

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              ii

<TABLE>
<S>                                                                                         <C>
23       DOMICILIUM AND NOTICES..........................................................   54

24       RELATIONSHIP OF THE PARTIES.....................................................   56

25       BREACH..........................................................................   56

26       CANCELLATION....................................................................   56

27       GENERAL.........................................................................   56

28       COSTS...........................................................................   58
</TABLE>

                                                                [WERKSMANS LOGO]

<PAGE>

COVENANTS AGREEMENT

between

GOLD FIELDS LIMITED

MVELAPHANDA RESOURCES LIMITED

LEXSHELL 579 INVESTMENTS (PROPRIETARY) LIMITED
(the name of which is to be changed to "Mvelaphanda Gold (Proprietary) Limited"
or such other name as it may select which is acceptable to the Registrar of
Companies)

and

NEWSHELF 706 LIMITED
(which is to be converted into a private company and the name of which is to be
changed to "GFI Mining South Africa (Proprietary) Limited" or such other name as
it may select which is acceptable to the Registrar of Companies)

1    INTERPRETATION

     Clause headings in this agreement are inserted for convenience only and
     shall not be used in its interpretation. In this agreement, unless the
     context clearly indicates a contrary intention -

1.1       a word or an expression which denotes -

1.1.1          any gender shall include the other genders;

1.1.2          a natural person shall include an artificial or juristic person
               and vice versa;

1.1.3          the singular shall include the plural and vice versa;

                                                                [WERKSMANS LOGO]

<PAGE>
                                                                               2

1.2       the following words and expressions shall bear the meanings assigned
          to them below and cognate words and expressions shall bear
          corresponding meanings -

1.2.1          "AFSA" - the Arbitration Foundation of Southern Africa (or its
               successor-in-title);

1.2.2          "THIS AGREEMENT" - this agreement;

1.2.3          "BANK LENDERS" - collectively -

1.2.3.1             Barclays Bank plc, a public limited company duly
                    incorporated according to the company laws of England,
                    acting through its South African branch; and

1.2.3.2             INdwa Investments Limited;

1.2.4          "BANK LENDERS CESSION IN SECURITATEM DEBITI" - the agreement
               between Mvela Gold and the bank lenders (as amended from time to
               time) in terms of which Mvela Gold will cede in securitatem
               debiti to and in favour of the bank lenders all of its rights In
               respect of the collection account and its rights against the
               company and the GF guarantors under the Mvela Gold loan agreement
               as security for Mvela Gold's obligations under the bank loan
               agreement;

1.2.5          "BANK LOAN AGREEMENT" - the loan agreement between the bank
               lenders and Mvela Gold (as amended from time to time) in terms of
               which the bank lenders will lend and advance approximately R1 349
               000 000 to Mvela Gold;

1.2.6          "BOARD" - the board of directors of the company as constituted
               from time to time;

1.2.7          "BUSINESS DAY" - a calendar day which is not a Saturday, a Sunday
               or an official public holiday in South Africa;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                               3

1.2.8          "CLAIMS ON LOAN ACCOUNT" - all claims in respect of unsecured
               loans made by a shareholder (and by Mvela Gold until the
               subscription date) to the company on loan account (but
               specifically excluding, for the avoidance of doubt, the Mvela
               Gold loan capital, the interest payable from time to time by the
               company to Mvela Gold under the Mvela Gold loan agreement and all
               claims in respect of loans made to the company on trading
               account);

1.2.9          "COLLECTION ACCOUNT" - the bank account in the name of Mvela Gold
               opened with RMB into which payments by the company or the GF
               guarantors under the Mvela Gold loan agreement will be made;

1.2.10         "COMMENCEMENT DATE" - the business day succeeding the date of
               fulfilment of the suspensive condition;

1.2.11         "COMPANIES ACT"- Companies Act No. 61 of 1973, as amended;

1.2.12         "COMPANY" - Newshelf 706 Limited (Registration No.
               2002/031431/06), a public company duly incorporated according to
               the company laws of South Africa, which is to be converted into a
               private company and the name of which is to be changed to "GFI
               Mining South Africa (Proprietary) Limited" or such other
               name as it may select which is acceptable to the Registrar of
               Companies;

1.2.13         "CONCERT PARTY" of a specific person ("PRESCRIBED PERSON") and in
               relation to a specific purpose ("PRESCRIBED PURPOSE") - any
               person acting in pursuance of an agreement, transaction,
               undertaking, arrangement or understanding (whether formal or
               informal, oral, in writing or otherwise) with the prescribed
               person pursuant to which they co-operate or act together for or
               in relation to the prescribed purpose. Without limiting the

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                               4

               aforegoing, the persons referred to in section 440A(2) of the
               Companies Act as at the signature date shall be deemed to be
               concert parties unless the contrary is established;

1.2.14         "CONFIDENTIALITY AGREEMENT" - the confidentiality and
               exclusivity agreement between Mvela Resources and Gold Fields
               dated 10 June 2003, as amended from time to time;

1.2.15         "CONTROL" of the company - any of the following -

1.2.15.1            the direct or indirect beneficial ownership, whether solely,
                    jointly or with concert parties, of 50% or more of the
                    issued equity shares, or of any class of issued equity
                    shares, of the company; or

1.2.15.2            the direct or indirect beneficial ownership, whether solely,
                    jointly or with concert parties, of issued equity shares of
                    the company entitling the beneficial owner thereof, directly
                    or indirectly, whether contingently or otherwise and whether
                    solely, jointly or with concert parties, to -

1.2.15.2.1               exercise 50% or more of the votes attaching to all the
                         issued equity shares, or of any class of issued equity
                         shares, of the company; or

1.2.15.2.2               participate in 50% or more of all dividends and other
                         distributions on all the issued equity shares, or on
                         any class of issued equity shares, of the company
                         (whether such dividends or distributions are out of
                         profits, reserves, capital, share premium or
                         otherwise); or

1.2.15.3            the right or ability, through shareholding or otherwise, to
                    determine, whether solely, jointly or with concert parties,
                    the composition of the board of directors or

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                               5

                    other governing body of the company and, without prejudice
                    to the generality of the aforegoing, the composition of such
                    board or other governing body shall be deemed to be so able
                    to be determined if the person holding such right or ability
                    may, by the exercise of such right or ability, directly or
                    indirectly and whether solely, jointly or with concert
                    parties, appoint or remove 50% or more of the directors or
                    other members of such board or other governing body; or

1.2.15.4            the de facto control of the company, whether solely, jointly
                    or with concert parties, and whether at shareholder level,
                    board of directors or other governing body level or
                    management level;

1.2.16         "DIRECTORS" - the directors of the company from time to time;

1.2.17         "DISPOSE" - includes, without limitation, sell, donate, exchange,
               unbundle, distribute, alienate, cease to hold or to beneficially
               own or otherwise transfer or dispose of (and "DISPOSAL" and
               "DISPOSED" shall have corresponding meanings);

1.2.18         "EMPOWERMENT INTEREST" - Mvela Gold's right under the Mvela Gold
               subscription agreement to require the allotment and issue to it,
               and registration in its name of the empowerment shares;

1.2.19         "EMPOWERMENT SHARES" - that number of shares in the issued equity
               share capital of the company which rank pari passu with the other
               issued equity shares in the capital of the company on the
               subscription date and which, immediately after issue thereof,
               will equate to 15% of the issued equity share capital of the
               company;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                               6

1.2.20         "ENCUMBER" - includes, without limitation, pledge, cede, encumber
               or otherwise create or allow to come into existence any lien,
               hypothec, bond or other form of security rights;

1.2.21         "EQUITY SHARE" of any company - a share, instrument or right in
               the capital of that company which -

1.2.21.1            entitles the holder thereof to participate in the
                    distribution of profits, reserves, capital, share premium or
                    any other dividend or distribution which is based upon, or
                    linked to, the profitability of that company or which
                    otherwise entitles the holder thereof to any such
                    distribution beyond a specified amount; and

1.2.21.2            carries voting rights at meetings of ordinary shareholders
                    of that company; or

1.2.21.3            is convertible, exchangeable or exercisable, whether
                    contingently, conditionally, voluntarily, compulsorily or
                    otherwise, into a share, instrument or right which falls
                    within 1.2.21.1 and 1.2.21.2;

1.2.22         "EQUITY SHARE CAPITAL" in relation to a person - that portion of
               that person's issued share capital consisting of equity shares;

1.2.23         "FIRSTRAND BANK" - Firstrand Bank Limited (Registration No.
               1929/001225/06), a public company with limited liability duly
               incorporated according to the company laws of South Africa;

1.2.24         "GF GUARANTORS" - collectively, Gold Fields, Gold Fields Guernsey
               Limited (Registration No. 24457) and Gold Fields Australia
               Proprietary Limited (Registration No. ABN : 91 098 385 285);

1.2.25         "GFI ARTICLES" - the articles of association of the company from
               time to time;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                               7

1.2.26         "GFI GROUP" - the company and its subsidiaries from time to time;

1.2.27         "GFI MEMORANDUM" - the memorandum of association of the company
               from time to time;

1.2.28         "GFI ORDINARY SHARES" - ordinary shares in the capital of the
               company with a par value of R1 each;

1.2.29         "GFLM" - GFL Mining Services Limited, a wholly-owned subsidiary
               of Gold Fields;

1.2.30         "GF REORGANISATION AGREEMENT" - the agreement (as amended from
               time to time) in terms of which, inter alia, the company will
               acquire the South African gold mining businesses and related
               assets of the Gold Fields group from, inter alia, the reorg
               sellers;

1.2.31         "GOLD FIELDS" - Gold Fields Limited (Registration No.
               1968/004880/06), a public company duly incorporated according to
               the company laws of South Africa, the issued ordinary shares of
               which are presently listed on, inter alia, the JSE;

1.2.32         "GOLD FIELDS GROUP" - collectively, Gold Fields and its
               subsidiaries from" time to time;

1.2.33         "GOLD FIELDS SHARES" - ordinary shares in the capital of Gold
               Fields with a par value of R0,50 each as at the signature date;

1.2.34         "GUARANTEE" - includes, without limitation, a guarantee,
               suretyship or any other form of intercession;

1.2.35         "HDSA COMPANY" - an "HDSA company" as contemplated in the Mining
               Charter;

                                                                [WERKSMANS LOGO]

<PAGE>
                                                                               8

1.2.36         "HDSAS" - Historically Disadvantaged South Africans, as defined
               in the Mining Charter (including, without limitation, HDSA
               companies);

1.2.37         "HOLDING COMPANY" - a "holding company" as defined in the
               Companies Act;

1.2.38         "IDC" - Industrial Development Corporation of South Africa
               Limited a corporation constituted by the Industrial Development
               Act No. 22 of 1940, as amended;

1.2.39         "IFC" - International Finance Corporation, an international
               organisation established by articles of agreement amongst its
               member countries;

1.2.40         "JSE" - JSE Securities Exchange South Africa;

1.2.41         "LISTING DATE" - the date upon which any of the issued equity
               shares of the company are first listed on the JSE;

1.2.42         "MEZZ SPV" - Micawber 325 (Proprietary) Limited (Registration No.
               2003/013950/07), a private company duly incorporated according to
               the company laws of South Africa;

1.2.43         "MEZZ SPV CESSION IN SECURITATEM DEBITI" - the agreement between
               Mvela Gold and Mezz SPV (as amended from time to time) in terms
               of which Mvela Gold will cede in securitatem debiti to and in
               favour of Mezz SPV all of its -

1.2.43.1            reversionary rights -

1.2.43.1.1               in respect of the collection account; and

1.2.43.1.2               against the company and the GF guarantors under the
                         Mvela Gold loan agreement; and

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                               9

1.2.43.2            rights against the company under the Mvela Gold subscription
                    agreement,

               as security for Mvela Gold's obligations under the loan agreement
               between Mezz SPV and Mvela Gold (as amended from time to time) in
               terms of which Mezz SPV will lend and advance approximately R1
               100 000 000 to Mvela Gold;

1.2.44         "MEZZ SPV FUNDERS" - collectively, GFLM, IFC, IDC, PIC, RMB and
               JP Morgan;

1.2.45         "MINING CHARTER" - the Broad-Based Socio-Economic Empowerment
               Charter for the South African Mining Industry;

1.2.46         "MVELA GOLD" - Lexshell 579 Investments (Proprietary) Limited
               (Registration No. 2003/013950/07), a private company duly
               incorporated according to the company laws of South Africa, the
               name of which is to be changed to "Mvelaphanda Gold (Proprietary)
               Limited" or such other name as it may select which is acceptable
               to the Registrar of Companies;

1.2.47         "MVELA GOLD LOAN AGREEMENT" - the loan agreement (as amended from
               time to time) between Mvela Gold and the company (as amended from
               time to time) which stipulates the terms upon which the Mvela
               Gold loan capital will be lent and advanced by Mvela Gold to the
               company;

1.2.48         "MVELA GOLD LOAN CAPITAL" - an amount of approximately R4 139 000
               000 to be lent and advanced by Mvela Gold to the company under
               the Mvela Gold loan agreement;

1.2.49         "MVELA GOLD SUBSCRIPTION AGREEMENT" - the agreement between Gold
               Fields, Mvela Gold and the company (as amended from time to time)
               in terms of which, inter alia -

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              10

1.2.49.1            Mvela Gold will be entitled or obliged (as the case may be)
                    to subscribe for the empowerment shares; and


1.2.49.2            Mvela Gold will be entitled to sell the empowerment shares
                    to Gold Fields, and Gold Fields will be entitled to purchase
                    the empowerment shares from Mvela Gold, in consideration for
                    the issue to Mvela Gold of new Gold Fields shares;

1.2.50         "MVELA RESOURCES" - Mvelaphanda Resources Limited (Registration
               No. 1980/001395/06), a public company with limited liability duly
               incorporated in South Africa, the issued ordinary shares of which
               are listed on the JSE;

1.2.51         "MVELA RESOURCES GROUP" - collectively, Mvela Resources and its
               subsidiaries from time to time;

1.2.52         "PARTIES" - collectively, Gold, Fields, Mvela, Resources, Mvela
               Gold and the company;

1.2.53         "PERSON" - includes, without limitation, any association,
               business, close corporation, company, concern, enterprise, firm,
               foundation, partnership, joint venture, person, trust,
               undertaking, voluntary association, body corporate, juristic
               person and any other entity or association of persons;

1.2.54         "PIC" - Public Investment Commissioners constituted in terms of
               the Public Investment Commissioners Act No. 45 of 1984, as
               amended;

1.2.55         "PRIME RATE" - the publicly quoted basic rate of interest (per
               centum, per annum, compounded monthly in arrear and calculated on
               a 365 day year (irrespective of whether or not the year is a leap
               year)) from time to time published by FirstRand Bank (or its
               successor-in-title) as being its prime

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              11

               overdraft rate as certified by any manager of FirstRand Bank
               whose appointment need not be proved;

1.2.56         "RELATED PARTIES" - each member of the Gold Fields group and each
               "related party" as defined in the Listings Requirements of the
               JSE as at the signature date of any member of the Gold Fields
               group;

1.2.57         "REORG SELLERS" - collectively, GFLM, Kloof Gold Mining Company
               Limited (Registration No. 1964/004462/06), Driefontein
               Consolidated (Proprietary) Limited (Registration No.
               1993/002956/07) and Beatrix Mining Ventures Limited (Registration
               No. 1946/020743/06);

1.2.58         "REPAYMENT DATE" - the date upon which the Mvela Gold loan
               capital becomes due and repayable in terms of the Mvela Gold loan
               agreement (including, without limitation, pursuant to a decision
               by the company to prepay the Mvela Gold loan capital);

1.2.59         "RMB" - Rand Merchant Bank, a division of FirstRand Bank;

1.2.60         "SHAREHOLDERS" - the beneficial holders of equity shares or other
               shares in the capital of the company from time to time and
               "SHAREHOLDER" means any one of them;

1.2.61         "SIGNATURE DATE" - the date upon which this agreement is signed
               by the party last signing it;

1.2.62         "SOUTH AFRICA" - the Republic of South Africa;

1.2.63         "STAKEHOLDERS" - collectively, Mvela Resources, Mvela Gold and
               Gold Fields;

1.2.64         "SUBSIDIARY" - a "subsidiary" as defined in the Companies Act;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              12

1.2.65         "SUBSCRIPTION DATE" - IF -

1.2.65.1            the company discharges in full, on the repayment date, all
                    of its obligation under the Mvela Gold loan agreement, the
                    subscription date is the "REPAYMENT DATE";

1.2.65.2            the company fails to discharge in full, on the repayment
                    date, all of its obligations under the Mvela Gold loan
                    agreement the "SUBSCRIPTION DATE" is the date on which Mvela
                    Gold subscribes for, and is issued, the empowerment shares
                    in terms of the Mvela Gold subscription agreement;

1.2.66         "SUSPENSIVE CONDITION" - the suspensive condition stipulated in
               3.1;

1.2.67         "TRANSACTION DOCUMENTS" - the documents defined as the
               "TRANSACTION DOCUMENTS" in the GFI-SA loan agreement (but only to
               the extent to which the terms and conditions of such agreements
               are approved in writing by Gold Fields and Mvela Resources on
               signature thereof);

1.2.68         "VALUATION METHODOLOGY" - the valuation methodology annexed to
               the Mvela Gold subscription agreement;

1.3       any reference to any statute, regulation or other legislation shall be
          a reference to that statute, regulation or other legislation as at the
          signature date, and as amended or substituted from time to time;

1.4       if any provision in 1.2 is a substantive provision conferring a right
          or imposing an obligation on any party then, notwithstanding that it
          appears in 1.2, effect shall be given to it as if it were a
          substantive provision in the body of this agreement;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              13

1.5       where any term is defined within a particular clause other than in
          1.2, that term shall bear the meaning ascribed to it in that clause
          wherever it is used in this agreement;

1.5       where any number of days is to be calculated from a particular day,
          such number shall be calculated as excluding such particular day and
          commencing on the next day. If the last day of such number so
          calculated falls on a day which is not a business day, the last day
          shall be deemed to be the next succeeding day which is a business day;

1.7       any reference to days (other than a reference to business days),
          months or years shall be a reference to calendar days, months or
          years, as the case may be;

1.8       the use of a specific example shall not be construed as limiting the
          meaning of the general wording preceding it (whether or not the
          specific examples succeed the word "including") and the eiusdem
          generis rule shall not be applied in the interpretation of such
          general wording or such specific example,

     The terms of this agreement having been negotiated, the contra proferentem
     rule shall not be applied in the interpretation of this agreement.

2    INTRODUCTION

2.1       Gold Fields is the holding company of a group of companies engaged,
          inter alia, in mining and prospecting. The issued ordinary shares of
          Gold Fields are presently listed, inter alia, on the JSE and the New
          York Stock Exchange,

2.2       Mvela Resources is an investment holding company which engages in the
          business of investing in mining companies. The issued ordinary shares
          of Mvela Resources are presently listed on the JSE.

2.3       The entire issued share capital of -

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              14

2.3.1          the company presently consists of 850 GFI ordinary shares all of
               which are presently registered in the name of, and are presently
               beneficially owned by, Gold Fields;

2.3.2          Mvela Gold presently consists of 100 ordinary shares with a par
               value of R1 each, all of which are presently beneficially owned
               by Mvela Resources.

2.4       The GFI group will conduct the business of operating precious metal
          mines and exploring for, and marketing, distributing, and selling,
          precious metals in South Africa.

2.5       The parties have entered into, or are about to enter into, the
          transaction documents.

2.6       The stakeholders have agreed to regulate their relationship in respect
          of the company upon implementation of the transaction documents, and
          the company has agreed to same, in accordance with the terms and
          conditions stipulated in this agreement.

3    SUSPENSIVE CONDITION

3.1       The whole of this agreement (other than this 3, 20 and 22 to 24 (both
          inclusive) and 26 to 28 (both inclusive), all read with 1, which shall
          become effective on the signature date) is subject to the fulfilment
          of the suspensive condition that the whole of the Mvela Gold loan
          capital is actually advanced to the company on or before 30 June 2004.

3.2       Each of Gold Fields and Mvela Resources is entitled, on one or more
          occasions, by notice in writing to the other, to extend the date for
          fulfilment of the suspensive condition beyond the date stated in 3.1
          (as extended from time to time in terms of this 3.2) by not more than
          180 days In the aggregate (which shall include all such extensions,
          whether by Gold Fields or Mvela Resources).

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              15

3.3       Notwithstanding the date stated in 3.1 (as extended in terms of 3.2,
          If applicable), each of the parties shall use its reasonable
          commercial endeavours to procure the fulfilment of the suspensive
          condition as soon as reasonably possible after the signature date.

3.4       If the suspensive condition is not timeously fulfilled, this agreement
          (other than 3.2, this 3.4, 20, 22 to 24 (both inclusive) and 26 to 28
          (both inclusive), all read with 1, by which the parties shall remain
          bound) shall be of no force or effect and the parties shall be
          restored as near as may be possible to the positions in which they
          were immediately prior to the signature date. No party shall have any
          claim against any other as a result of, or arising out of or pursuant
          to, such non-fulfilment save if it deliberately frustrates the
          fulfilment thereof or breaches 3.3.

4    COMMENCEMENT AND DURATION

     This agreement shall commence on the commencement date and each provision
     hereof shall thereafter, save as stated to the contrary in 12 and 19.3.3,
     continue to bind each party only if and for so long as -

4.1       Gold Fields is a shareholder; and

4.2       Mvela Gold either holds or beneficially owns the empowerment interest
          or is a shareholder,

     but in any event, save as stated to the contrary in 12 and 19.3.3, only
     until the listing date,

5    MEMORANDA AND ARTICLES OF ASSOCIATION

5.1       If any of the provisions of the GFI memorandum and/or GFI articles
          and/or the memorandum and/or articles of association of any other
          company forming part of the GFI group conflict with any of the
          provisions of this agreement, any party may require the GFI memorandum
          and/or GFI articles and/or the memorandum and/or

                                                                [WERKSMANS LOGO]

<PAGE>
                                                                              16

          articles of association of any other company forming part of the GFI
          group to be amended accordingly. The parties shall vote in favour,
          and/or procure that the shareholders of any other company forming
          part of the GFI group vote in favour, of all resolutions necessary to
          amend such memorandum and/or articles.

5.2       Without detracting from 5.1, if any provision of this agreement
          conflicts with any provision of the GFI memorandum and/or GFI articles
          and/or the memorandum and/or articles of association of any other
          company forming part of the GFI group, the provisions of this
          agreement shall take precedence and shall be given effect to by the
          parties if legally possible.

6    GOLD FIELDS' AND THE COMPANY'S WARRANTIES

6.1       Each of Gold Fields and the company warrants in favour of each of
          Mvela Resources and Mvela Gold -

6.1.1          that, to the best of Gold Fields' and the company's knowledge,
               the audited consolidated and separate financial statements of the
               Gold Fields group as at 30 June 2003 ("June 2003 accounts") were
               prepared -

6.1.1.1             in accordance with International Financial Reporting
                    Standards, the Companies Act and all other applicable laws;

6.1.1.2             subject to 6.1.1.1, in a manner such as to fairly present
                    the state of affairs, operations and results of the Gold
                    Fields group as at, and in respect of the twelve month
                    period ended, 30 June 2003; and

6.1.1.3             unless inconsistent with 6.1.1.1, or as otherwise disclosed
                    by Gold Fields to Mvela Resources in writing prior to the
                    signature date, upon the same bases and applying the same
                    criteria as were applied in the

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              17

                    preparation of the audited financial statements of the Gold
                    Fields group in previous financial years;

6.1.2          that, immediately prior to the implementation of the GF
               reorganisation agreement ("REORG IMPLEMENTATION DATE") -


6.1.2.1             and as at the commencement date -

6.1.2.1.1                there will be 850 GFI ordinary shares, and no other
                         equity shares or other shares in the capital of the
                         company, in issue;

6.1.2.1.2                Gold Fields will be the sole registered and beneficial
                         owner of all the issued GFI ordinary shares;

6.1.2.1.3                no person will have any right (including, without
                         limitation, any option or right of first refusal) to
                         subscribe for or acquire any GFI ordinary shares or any
                         other equity shares or other shares in the capital of
                         the company;

6.1.2.1.4                the company will have no subsidiaries;

6.1.2.2             the company will have no assets (other than those arising on
                    the issue of its ordinary shares) and no liabilities (other
                    than audit and company secretarial fees);

6.1.3          subject to 6.2, that from (and including) the reorg
               implementation date and thereafter, for such period/s as Mvela
               Gold holds or beneficially owns the empowerment interest and for
               such periods ("LATER PERIOD") as Mvela Gold holds or beneficially
               owns at least 10% of the issued equity share capital of the
               company (but in respect of the later period, only to the extent
               to which it carries on business with related

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              18

               parties), the company will, and Gold Fields and the company will
               procure that each of the company's subsidiaries will, unless
               otherwise agreed in writing in advance by Mvela Resources carry
               on its business in a manner not likely to materially adversely
               affect its financial position or solvency.

6.1.4          subject to 6.2, from (and including) 30 June 2003 until (and
               including) the reorg implementation date -

6.1.4.1             the reorg sellers have carried on, and will carry on, their
                    businesses in the ordinary, normal and regular course;

6.1.4.2             none of the material assets of the reorg sellers have been,
                    or will be, disposed of;

6.1.4.3             the reorg sellers have not concluded, and will not conclude,
                    any material agreements or material transactions outside the
                    ordinary, normal and regular course of their businesses; and

6.1.4.4             the reorg sellers have not incurred, and will not incur, any
                    material liabilities (whether actual, contingent,
                    conditional or otherwise) outside the ordinary, normal and
                    regular course of their businesses;

6.1.5          that, save as a result of factors which have been made public
               prior to the signature date (including, without limitation, in
               the June 2003 accounts and the Gold Fields group's quarterly
               results announcements) or factors beyond the control of Gold
               Fields including, without limitation, changes in the Dollar-
               denominated gold price and the Rand/Dollar exchange rate, there
               will be no material adverse difference between the financial
               position, assets and liabilities of the reorg sellers, as
               reflected in the audited consolidated and separate financial
               statements of the Gold Fields group as at 30 June 2003 and

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              19

               the financial position, assets and liabilities of the GFI group
               as at the commencement date;

6.1.6          that from (and including) the commencement date until (and
               including) the subscription date, there will only be one class of
               equity shares in the capital of the company, being the GFI
               ordinary shares.

6.2       The conclusion and implementation by Gold Fields and the company of
          the transaction documents shall be deemed not to constitute a breach
          of any warranty in 6.1.

7    MVELA RESOURCES' WARRANTIES

7.1       Mvela Resources warrants in favour of Gold Fields that, as at the
          signature date and until the repayment date.

7.1.1          at least 26% of its issued equity share capital is, and will
               remain, held by HDSAs; and

7.1.2          both management control and board control of Mvela Resources
               vests, and will be vested, in HDSAs. For purposes of this 7.1.2.

7.1.2.1             "BOARD CONTROL" means having such number of nominee
                    directors of Mvela Resources as constitutes a majority of
                    the directors thereof; and

7.1.2.2             "MANAGEMENT CONTROL" means control, subject to the
                    overriding control and authority of its board of directors,
                    of the day to day management and operations of Mvela
                    Resources in the ordinary course.

7.2       if it comes to the knowledge of Mvela Resources at any time prior to
          the repayment date that it has ceased to comply with 7.1 for any
          reason, it shall -

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              20

7.2.1          notify Gold Fields thereof as soon as reasonably possible after
               becoming aware thereof; and

7.2.2          notwithstanding 7.1, be deemed not to be in breach of 7.1 if it
               procures within ninety days after it acquires such knowledge that
               it once again complies with 7.1.

7.3       Subject to signature of a confidentiality agreement on such terms as
          Mvela Resources may reasonably require, Gold Fields shall be entitled
          from time to time, on reasonable notice, to request access to such
          information as it may reasonably require in order to verify whether
          Mvela Resources is in compliance with its warranty in 7.1 or
          constitutes an HDSA company. If Mvela Resources and/or Gold Fields
          becomes aware at any time prior to the repayment date that Mvela
          Resources is for any reason not an HDSA company, then, without
          prejudice to Gold Fields' rights (if any) arising on any breach of
          7.1, Mvela Resources and/or Gold Fields (as the case may be) shall
          notify one another thereof and endeavour (without any obligation to
          actually reach agreement) in good faith to agree on how best to
          procure that Mvela Resources will be an HDSA company; provided that
          nothing in this 7.3 shall place any obligation on Gold Fields to
          endsavour to reach any such agreement with Mvela Resources if Mvela
          Resources is in breach of its warranty in 7.1.

8    DIRECTORS

8.1       There shall be a maximum of seven directors.

8.2       Gold Fields shall be entitled to nominate for appointment the majority
          of the directors to the board.

8.3       Mvela Gold shall be entitled to nominate for appointment two
          directors. The appointment of each Mvela Gold nominee to the board
          shall be subject to the prior written approval of Gold Fields not to
          be unreasonably withheld. If Gold Fields reasonably withholds its

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              21

          consent to a nominee, Mvela Gold shall be entitled to nominate
          someone else and this process shall continue until a nominee of
          Mvela Gold is approved by Gold Fields or until Gold Fields
          unreasonably withholds its consent to a nominee.

8.4       Each of Gold Fields and Mvela Gold shall have the right from time to
          time to appoint an alternate to each director nominated by it and to
          remove any director (or alternate) nominated by it and to nominate for
          appointment a replacement director; provided that each nominee of
          Mvela Gold shall be subject to the prior approval of Gold Fields (not
          to be unreasonably withheld) mutatis mutandis in accordance with the
          provisions of 8.3.

8.5       Mvela Gold shall be entitled, on notice to the company, mutatis
          mutandis in accordance with 8.3 to appoint two members to each of
          the -

8.5.1          operations committee of the board and/or such other committees of
               the board and/or the company which have operational functions;

8.5.2          transformation sub-committee of the board.

8.6       Mvela Gold shall be entitled, in respect of each of the company's
          subsidiaries and on notice to the company and the relevant subsidiary,
          mutatis mutandis in accordance with 8.3, to appoint.

8.6.1          two directors on the board of directors of such subsidiary; and

8.6.2          a member on each committee of such subsidiary which has
               operational functions.

9    MATERIAL MATTERS

     The company undertakes that -

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              22


9.1       it will not commit itself to or implement any of the following
          matters, resolutions or transactions (and the stakeholders undertake
          that they will not take any steps of any nature to approve, authorise,
          assist or permit the company to become bound or committed to or
          implement any such matter, resolution or transaction), unless such
          matter, resolution or transaction has been approved in writing in
          advance by Mvela Resources -

9.1.1          the disposal (in one or more or a series of transactions) of -

9.1.1.1             the whole, or substantially the whole, of the undertaking of
                    the company as constituted on the reorg implementation date,
                    the commencement date or any other date; or

9.1.1.2             any of the material assets of the company as at the reorg
                    implementation date, the commencement date or any other date
                    including, without limitation, material intangible assets,

               and the terms and conditions of any such restricted disposal. All
               disposals falling within the ambit of 9.1.1.1 and 9.1.1.2 are
               referred to hereinafter collectively as the "restricted
               disposals";

9.1.2          the entering into, conclusion, amendment, novation or
               cancellation (whether consensual or unilateral cancellation) of
               any material undertaking, agreement, transaction, understanding,
               arrangement or the like between the company and any related party
               other than -

9.1.2.1             the transaction documents;

9.1.2.2             the movement of cash between the company and any other
                    company forming part of the Gold Fields group;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              23

9.1.2.3             the granting by the company of any guarantee for the
                    obligations of any other company in the Gold Fields group;


9.1.2.4             an agreement between the company and any other company
                    forming part of the Gold Fields group for the provision of
                    services in the ordinary, normal and regular course of
                    business and on arms-length terms (for purposes of which the
                    ordinary, normal and regular course of business will be
                    determined with reference to the manner in which the reorg
                    sellers carried, and carry, on their businesses prior to the
                    disposal thereof under the GF reorganisation agreement),

               and the terms and conditions of such material undertakings,
               agreements, transactions, understandings and arrangements (other
               than those referred to in 9.1.2.1 to 9.1.2.4 (both inclusive));

9.1.3          any material amendment or material addition to, material deletion
               from, or supercession or replacement of, the GFl memorandum
               and/or GFl articles;

9.1.4          the voluntary liquidation of the company, whether by
               shareholders' resolution or otherwise.

9.2       The provisions of 9.1 shall apply, mutatis mutandis, to each material
          subsidiary of the company from time to time. For the avoidance of
          doubt, Gold Fields and the company shall procure that no material
          subsidiary of the company shall become bound or committed to any of
          the matters, resolutions or transactions set out in 9.1 unless such
          matter, resolution or transaction (as the case may be) shall have been
          approved in writing in advance by Mvela Resources. The parties
          irrevocably and unconditionally undertake to use their reasonable
          commercial endeavours to procure that the -

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              24

9.2.1          directors, officers and employees of all material subsidiaries of
               the company from time to time comply with this 9.2; and

9.2.2          persons who are authorised from time to time by the company
               and/or any of its subsidiaries from time to time to attend and
               vote at meetings of shareholders of material subsidiaries comply
               with this 9.2.

9.3       The provisions of 9.1 and 9.2 shall apply over such period/s in which
          Mvela Gold holds or beneficially owns the empowerment interest and
          such periods ("SUBSEQUENT PERIODS") in which Mvela Gold holds or
          beneficially owns at least 10% of the issued equity share capital of
          the company; provided that the provisions of 9.1.1 shall only apply in
          the subsequent period in respect of restricted disposals to related
          parties.

10   RESTRICTIONS ON  DISPOSAL OF  EMPOWERMENT INTEREST AND SHARES

10.1      RESTRICTIONS ON DISPOSALS AND ENCUMBRANCES BY MVELA GOLD

10.1.1         Save as expressly stated to the contrary in this agreement or the
               transaction documents, Mvela Gold shall not dispose of or
               encumber all or any part of the empowerment interest or all or
               any part of its claims on loan account until the repayment date;
               provided that it may in the period up to (and including) the
               repayment date encumber all or any part of the empowerment
               interest or all or any part of its claims on loan account in
               order to settle or roll-over all or any of its obligations to its
               financiers in respect of the acquisition of the empowerment
               interest (but then subject, mutatis mutandis, to Gold Fields'
               pre-emptive rights contained in the Mvela Gold subscription
               agreement).

10.1.2         Save as expressly stated to the contrary in this agreement or the
               transaction documents, Mvela Gold may not dispose of or encumber
               all or any part of the empowerment interest, all or any of its
               equity shares or other shares in the capital of the company or
               all or any or part of its claims on loan account or

                                                                [WERKSMANS LOGO]

<PAGE>
                                                                              25

               all or any of its rights or interests therein or thereto after
               the repayment date unless it complies with the pre-emptive rights
               provisions in favour of Gold Fields contained in the Mvela Gold
               subscription agreement.

10.2      RESTRICTION ON DISPOSALS BY GOLD FIELDS

10.2.1         Save for a disposal under 10.2.3, Gold Fields shall not dispose
               of all or any of its equity shares or other shares in the capital
               of the company (or any rights or interests therein or thereto) or
               all or any part of its claims on loan account (or any rights or
               interests therein or thereto) -

10.2.1.1            until the subscription date without the prior written
                    consent of Mvela Gold; and

10.2.1.2            on or after the subscription date unless it first complies
                    with 10.2.2 (if applicable).

10.2.2         Save for a disposal under 10.2.3, if Gold Fields intends to
               dispose, at any time on or after the subscription date when Mvela
               Gold holds or beneficially owns at least 10% of the issued equity
               share capital of the company, of all or any of its equity shares
               or other shares in the capital of the company to any person
               ("PROPOSED PURCHASER") which disposal, if implemented, will
               result in Gold Fields ceasing to control the company and/or any
               person acquiring control of the company, Gold Fields shall give
               prior written notice of its intention to do so ("TAG ALONG
               NOTICE") to Mvela Gold. The tag along notice shall contain all
               the terms and conditions upon which Gold Fields intends to effect
               such disposal including, without limitation, the name of the
               proposed purchaser ("THIRD PARTY") (and if the third party is a
               nominee, subsidiary or agent of another person, the name of that
               other person), the purchase consideration and the method of
               discharge thereof. If Mvela Gold, within thirty days after
               receipt by it of the tag along

                                                                [WERKSMANS LOGO]

<PAGE>
                                                                              26

               notice, gives written notice to Gold Fields requiring it to do
               so, Gold Fields shall not implement such disposal unless it
               procures that the third party purchases all of Mvela Gold's
               equity shares and other shares in the capital of the company and
               all of Mvela Gold's claims on loan accounts at the same price per
               equity share and other share in the capital of the company and on
               the same terms, mutatis mutandis, as those on which Gold Fields
               intends to dispose of its equity shares and other shares in the
               capital of the company and claims on loan account to the third
               party.

10.2.3         Gold Fields shall be entitled at any time to dispose of all (but
               not some) of its equity shares and other shares in the capital of
               the company to a wholly-owned subsidiary of Gold Fields; provided
               that -

10.2.3.1            Gold Fields shall give prior written notice of such proposed
                    transfer to Mvela Gold, which notice shall include the
                    identity of the proposed transferee and a written
                    undertaking by the proposed transferee in favour of Mvela
                    Gold to be bound by the terms of this agreement and the
                    transaction documents, in which it selects a domicilium for
                    purposes of this agreement;

10.2.3.2            prior to the proposed transferee ceasing to be a
                    wholly-owned subsidiary of Gold Fields, Gold Fields shall
                    procure that the proposed transferee shall transfer all the
                    equity shares and other shares held by it in the capital of
                    the company to another wholly-owned subsidiary of Gold
                    Fields, failing which it shall be deemed to have sold and
                    transferred these shares to Gold Fields at book value with
                    effect from the day preceding the date upon which it ceases
                    to be a wholly-owned subsidiary of Gold Fields;

                                                                [WERKSMANS LOGO]

<PAGE>
                                                                              27

10.2.3.3            all references in this agreement to Gold Fields (other than
                    in this 10.2.3) shall be deemed to include the proposed
                    transferee; and

10.2.3.4            Gold Fields hereby as co-principal debtor with the proposed
                    transferee jointly and severally guarantees the obligations
                    of the proposed transferee under this agreement.

11   DEEMED OFFERS

11.1      If either Mvela Gold or Mvela Resources -

11.1.1         becomes subject to any provisional or final order for its
               winding-up, liquidation or judicial management or is made subject
               to any similar legal disability; or

11.1.2         voluntarily, whether by way of a shareholders' resolution or
               otherwise, places itself under winding-up or in liquidation other
               than for the purposes of a bona fide group reorganisation; or

11.1.3         compromises with its creditors generally,

          then Mvela Gold shall be deemed, on the day prior to that on which an
          event referred to in 11.1 ("EVENT") takes place, to have offered
          ("DEEMED OFFER") to sell the empowerment interest or its equity shares
          or other shares in the capital of the company (as the case may be)
          ("DEEMED OFFER SHARES") and all its claims on loan account (if any)
          ("DEEMED OFFER CLAIMS") to Gold Fields.

11.2      For the avoidance of doubt, the provisions of this 11 and any
          disposal under this 11 shall not adversely affect the rights of the -

11.2.1         bank lenders under the bank lenders cession in securitatem
               debiti; or

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              28

11.2.2         Mezz SPV funders under the Mezz SPV cession in securitatem
               debiti.

11.3      The deemed offer shall be subject to the following terms and
          conditions -

11.3.1         the price of the deemed offer shares and the deemed offer claims
               ("DEEMED OFFER PRICE") (which shall be expressed and payable in
               South African Rands) shall be the fair market value thereof as at
               the date of the deemed offer. Such fair market value shall-

11.3.1.1            be determined by an independent merchant bank ("DEEMED OFFER
                    EXPERT") agreed to by the parties, or failing agreement by
                    them within three business days of the one requesting the
                    others to so agree, selected by AFSA. The deemed offer
                    expert shall act as an expert and not an arbitrator and its
                    determination shall, in the absence of manifest error or
                    failure to comply with this 11, be final and binding on the
                    parties and shall be carried into effect without delay;

11.3.1.2            notwithstanding the aforegoing, disregard the fact that the
                    shares concerned (or the shares into which the empowerment
                    interest will effectively convert, as the case may be)
                    constitute either a majority or a minority holding;

11.3.2         the parties shall use their reasonable endeavours to procure that
               the deemed offer expert makes his determination within thirty
               days after being instructed to do so. The costs of the deemed
               offer expert shall be borne and paid by Mvela Gold;

11.3.3         the deemed offer shall be irrevocable and open for acceptance by
               written notice thereof delivered to Mvela Gold within a period
               ("ACCEPTANCE PERIOD") of thirty days commencing on

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              29

               the date of receipt by Gold Fields of the deemed offer expert's
               written determination in terms of 11.3.1.1;

11.3.4         the deemed offer shall be subject to the suspensive condition
               ("DEEMED OFFER CONDITION") that all regulatory approvals (if any)
               which are necessary for the implementation of the sale arising
               from the acceptance of the deemed offer are obtained within
               ninety days after the date of acceptance of the offer. Mvela Gold
               shall use its reasonable commercial endeavours to procure the
               obtaining of any required regulatory approvals as expeditiously
               as possible;

11.3.5         the deemed offer price shall be payable within seven days of the
               date of acceptance of the offer or date of fulfilment of the '
               deemed offer condition (as the case may be) in cash in Rands,
               free of exchange, withholding, set-off, contribution or
               deduction, against delivery to Gold Fields of the share
               certificates in respect of the deemed offer shares, duly signed
               and currently dated share transfer forms in respect thereof and a
               written cession of the deemed offer claims.

11.4      The provisions of this 11 shall apply for so long as Gold Fields
          controls the company.

12   PRE-EMPTIVES ON MVELA GOLD SHARES

12.1      Subject to the transaction documents, Mvela Resources may not dispose
          of any of its equity shares in Mvela Gold and/or its claims on loan
          accounts against Mvela Gold (an "EQUITY INTEREST") save in accordance
          with the following provisions of this 12 and shall further procure
          that no further equity shares in Mvela Gold are issued to any party
          other than Mvela Resources without the prior written approval of Gold
          Fields.

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              30

12.2      If Mvela Resources receives an offer (a "THIRD PARTY OFFER") for an
          equity interest from a bona fide third party (the "THIRD PARTY
          OFFEROR") or otherwise wishes to dispose of an equity interest (in
          each case the "OFFER INTEREST") it shall first offer in writing to
          sell the offer interest to Gold Fields.

12.3      Any offer (the "OFFER") in terms of 12.2 shall-

12.3.1         be in writing and delivered to Gold Fields;

12.3.2         remain open for acceptance for a period of ten business days
               after receipt;

12.3.3         be accompanied, in the case of a third party offer by -

12.3.3.1            a written memorandum of the consideration and all the other
                    terms and conditions that have been offered to Mvela
                    Resources orally; or

12.3.3.2            a true and complete copy of any written offer made to Mvela
                    Resources (which sets out the consideration and all other
                    terms and conditions of such third party offer),

               by the third party offeror in respect of the offer interest which
               Mvela Resources wishes to accept, and which in either case must
               contain the name of the third party offeror, and in the case
               where the third party offeror is an agent, the name of his
               ultimate principal (if any);

12.3.4         in the case of a third party offer, be deemed to be for the
               consideration and subject to, mutatis mutandis the terms and
               conditions set out in the memorandum or written offer referred to
               in 12.3;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              31

12.3.5         if there is no third party offer, state that fact and shall state
               the consideration and full terms and conditions upon which Mvela
               Gold wishes to sell the offer interest;

12.3.6         be subject to the conditions that -

12.3.6.1            Mvela Gold's offer may be accepted by Gold Fields only on
                    the basis that all of the offer interest offered is to be
                    purchased;

12.3.6.2            the consideration shall be for cash and be expressed only in
                    the currency of South Africa;

12.3.6.3            all regulatory approvals required to implement the sale
                    resulting from an acceptance of the offer are obtained
                    within ninety days of the date upon which the offer is
                    accepted by Gold Fields ("OFFER CONDITION");

12.3.6.4            not be subject to any other terms and conditions.

12.4      Should Gold Fields wish to accept any offer, Gold Fields shall provide
          Mvela Gold with written notice (the "ACCEPTANCE NOTICE") to that
          effect within the period referred to in 12.3.2.

12.5      If the offer is duly accepted by Gold Fields in terms of 12.4 and the
          offer condition is fulfilled within the ninety day period referred to
          in 12.3.6.3, then there shall be an agreement of purchase and sale of
          the offer interest between Mvela Resources and Gold Fields on the
          terms and conditions of the offer provided that -

12.5.1         payment of the purchase price shall be made within ten business
               days after the acceptance of the offer referred to in 12.4 or
               fulfilment of the offer condition (as the case may be) against
               compliance by Mvela Resources with 12.5.3;

                                                                [WERKSMANS LOGO]

<PAGE>
                                                                              32

12.5.2         should payment for the offer interest occur after the payment
               date specified in 12.5,1, then without prejudice to Mvela
               Resources' other rights in law or in terms of this agreement Gold
               Fields shall pay interest on the purchase price at the prime rate
               from the payment date specified in 12.5.1 until the date of
               payment;

12.5.3         Mvela Gold shall -

12.5.3.1            against compliance by Gold Fields with 12.5.1 -

12.5.3.1.1               deliver the relevant share certificate(s) to Gold
                         Fields together with duly signed share transfer forms
                         blank as to transferee and if applicable a duly signed
                         deed of cession of the claims on loan account forming
                         part of the offer interest;

12.5.3.1.2               Mvela Resources shall do all such other things and
                         execute all such other documents as Gold Fields may
                         reasonably require to give effect to the sale and
                         purchase of the offer interest.

12.5.3.2            Should the offer not be accepted by Gold Fields within the
                    period applicable under 12.3.2, then Mvela Resources shall
                    be entitled to dispose of the offer interest to any third
                    party provided that -

12.5.3.2.1               the disposal is entered into within thirty days from
                         the date on which Mvela Resources receives written
                         notification from Gold Fields of its rejection of the
                         offer or the offer expires, whichever is the earlier;
                         provided that it may be subject to the suspensive
                         condition that all regulatory approvals required to
                         implement the disposal are obtained within ninety days
                         after such thirty day period;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              33

12.5.3.2.2               the sale is not effected at a price and on terms and
                         conditions which are more favourable than those first
                         offered to Gold Fields in terms of the offer;

12.5.3.2.3               should such agreement not be entered into within the
                         thirty days referred to in 12.5.3.2.1, or should the
                         regulatory approvals not be obtained within the ninety
                         day period referred to in 12.5.3.2.1 all the provisions
                         of this clause shall apply de novo to the offer
                         interest.

12.6      Notwithstanding anything else in this 12 it shall not apply to and
          therefore not preclude -

12.6.1         any transfer of any equity interest by Mvela Resources to a bona
               fide nominee of Mvela Resources or from any such bona fide
               nominee back to Mvela Resources or from any one such bona fide
               nominee to any other such bona fide nominee, where there is no
               change of beneficial ownership of the equity interest in
               question;

12.6.2         any transfer of any equity interest by Mvela Resources to any
               other company which is a wholly owned subsidiary of Mvela
               Resources, provided that the transferee continues to be a wholly
               owned subsidiary of Mvela Resources. Mvela Resources shall
               continue to be bound by the provisions of this agreement and
               undertakes that if the transferee, after having taken transfer of
               the equity interest in question, ceases to be a wholly owned
               subsidiary of Mvela Resources, it will prior to so ceasing
               transfer all equity interest it may then be holding back to Mvela
               Resources or its nominee in accordance with the requirements of
               12.6.1.

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              34

13   FUNDING

13.1      All funds which are required to finance the day to day operations and
          activities of the GFI group shall be sourced, at the company's
          election, from the GFI group's retained earnings and cash-flow, from
          borrowings from third party financiers and from shareholders' loans on
          terms no more onerous to the company than those upon which the amount
          concerned can be borrowed from independent third party financiers.

13.2      The provisions of 13.1 shall apply until the subscription date.

13.3      For purposes of clarity and notwithstanding anything to the contrary
          in this agreement, no company forming part of the Gold Fields group or
          the Mvela Resources group shall be under any obligation to lend and
          advance any amounts or otherwise provide any funding to any company
          forming part of the GFI group.

13.4      It is recorded and agreed that the purchase price payable in terms of
          the GF reorganisation agreement has been credited to special loan
          accounts of the reorg sailers and of the other sellers under that
          agreement against the company in the books of the company. After
          application of the proceeds of the advance of the Mvela Gold loan
          capital, a balance of approximately R550 000 000 shall still remain
          owing on such loan accounts, which balance shall then be subject to
          the following terms and conditions -

13.4.1         they bear interest at a market-related interest rate as
               determined by an investment bank to be agreed between the parties
               to the GF reorganisation agreement, and failing agreement between
               them on the identify of such investment bank within ten business
               days from the effective date thereof, then an investment bank
               appointed by the chief executive for the time being of the South
               African Institute of Chartered Accountants, acting as an expert
               and not as an arbitrator and

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              35

               whose determination shall be final and binding on the parties
               thereof;

13.4.2         the interest thereon shall, unless otherwise agreed, be
               calculated and payable six-monthly in arrears;

13.4.3         they shall be repayable in whole or in part from time to time on
               the giving of not less than twelve months (or a shorter period
               agreed to by Mvela Resources) written notice; provided that they
               shall immediately become due and payable on the happening of
               either of the following -

13.4.3.1            the granting of an order, whether provisional or final,
                    placing the company under liquidation or judicial
                    management;

13.4.3.2            the company making a compromise offer in general to its
                    creditors;

13.4.4         to the extent that the company raises finance from any third
               party, the company is obliged to apply such funds to
               proportionally reduce those loan accounts.

14   GUARANTEES

14.1      No company forming part of the GFI group shall enter into any
          undertaking, agreement, transaction, understanding or arrangement or
          the like which requires any guarantee to be furnished by any company
          ("RELEVANT COMPANY") forming part of the Gold Fields group or the
          Mvela Resources group unless (and then only to the extent) the
          relevant company agrees thereto in writing in advance.

14.2      No company forming part of the Gold Fields group or the Mvela
          Resources group shall be obliged to give any guarantee for the
          obligations of any company forming part of the GFI group.

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              36

15   REFERRAL OF OPPORTUNITIES

15.1      Gold Fields warrants and undertakes in favour of each of Mvela
          Resources and Mvela Gold, and Mvela Resources warrants in favour of
          Gold Fields that -

15.1.1         for so long as Gold Fields controls the company; and

15.1.2         for such period/s as Mvela Gold holds or beneficially owns the
               empowerment interest or at least 10% of the issued equity share
               capital of the company,

          Gold Fields and Mvela Resources respectively will procure that, save
          through the GFI group, none of the members of the Gold Fields group or
          the Mvela Resources group respectively shall, save as otherwise stated
          in this 15, directly or indirectly, acquire, invest in, acquire any
          interest in, take advantage of, be concerned, engaged or interested in
          or derive any benefit from, any person or opportunity which directly
          or indirectly involves, includes, carries on, incorporates, comprises,
          relates to, or is engaged, concerned or interested in, the gold mining
          business (collectively, "OPPORTUNITY").

15.2      For purposes of this 15, "gold mining business" refers to -

15.2.1         the operation of gold mines and exploration for, and mining,
               marketing and selling of, gold, in South Africa and all
               activities comprised thereby or ancillary or analogous thereto;
               and

15.2.2         any other activity or business in South Africa which is
               substantially the same as any of the activities or the business
               referred to in 15.2.1.

15.3      Upon Gold Fields or Mvela Resources ("FURNISHING PARTY") becoming
          aware of an opportunity (and Gold Fields and Mvela Resources shall
          procure that if any other member of the Gold Fields group or the Mvela
          Resources group respectively becomes aware of an

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              37

          opportunity) it shall forthwith notify the other of them ("RECEIVING
          PARTY") and the company in writing of the opportunity ("OPPORTUNITY
          NOTICE") and furnish the receiving party and the company with all
          information known by it in relation thereto (subject, to the extent
          required, to signature of a confidentiality undertaking).

15.4      After receipt by the receiving party of the opportunity notice, the
          parties shall procure that a meeting of the board is held as soon as
          reasonably possible thereafter for purposes of considering whether the
          company should investigate, evaluate, pursue and/or acquire the
          opportunity.

15.5      If the board resolves that the company should investigate, evaluate,
          pursue and/or acquire the opportunity then -

15.5.1         subject to any provision to the contrary in this 15, neither Gold
               Fields nor Mvela Resources shall (and Gold Fields and Mvela
               Resources shall procure that no other member of the Gold Fields
               group and the Mvela Resources group respectively shall) itself
               investigate, evaluate, pursue and/or acquire the opportunity; and

15.5.2         the stakeholders shall provide or procure the provision of all
               assistance which the company may reasonably require in respect of
               the investigation, evaluation, pursuance and/or acquisition of
               the opportunity (at the company's cost).

15.6      Any resolution of the board referred to in 15.5 shall not be deemed to
          constitute, or be construed as constituting, a binding undertaking of
          any nature by the company in relation to the subject matter of such
          opportunity other than an undertaking to endeavour, in good faith -

15.6.1         to reach agreement with the beneficial owners and holders of the
               opportunity on the viability of the company exploiting such
               opportunity; and

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              38

15.6.2         if such agreement is reached, to reach agreement on the terms and
               conditions upon which such opportunity is to be taken, acquired
               or entered into.

          Accordingly, the company shall not be obliged to agree to the
          acquisition thereof or the investment therein nor shall any
          stakeholder have the right to require the company to so agree. Failure
          by the company to reach agreement as aforesaid shall, without
          prejudice to Mvela Resources' rights under 15.7.1.1, not affect or
          prejudice in any way any restriction on the investigation, evaluation,
          pursuit and/or acquisition of an such opportunity which is imposed on
          Gold Fields or Mvela Resources in terms of this 15.

15.7      Notwithstanding 15.5 and 15.6, Mvela Gold shall, if it is the -

15.7.1         furnishing party, be entitled (either itself or through another
               member of the Mvela Resources group), to investigate, evaluate,
               pursue and/or acquire an opportunity if -

15.7.1.1            the board resolves that the company should investigate,
                    evaluate, pursue and/or acquire the opportunity but
                    thereafter the company fails to unconditionally acquire the
                    opportunity within 360 days after the date of such board
                    resolution; or

15.7.1.2            the board -

15.7.1.2.1               resolves that the company should not investigate,
                         evaluate, pursue and/or acquire that opportunity; or

15.7.1.2.2               fails to hold a meeting of the board thereon or fails
                         to vote thereon within sixty days after the date upon
                         which Gold Fields receives the opportunity notice;

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              39

15.7.2         receiving party, be entitled (either itself or through another
               member of the Mvela Resources group) to investigate, evaluate,
               pursue and/or acquire an opportunity if the board -

15.7.2.1            resolves that the company should not investigate, evaluate,
                    pursue and/or acquire that opportunity; or

15.7.2.2            fails to hold a meeting of the board thereon or fails to
                    vote thereon within sixty days after the date upon which
                    Gold Fields receives the opportunity notice.

15.3      Whether it is the furnishing shareholder or the receiving shareholder,
          Gold Fields shall only be entitled to investigate, evaluate, pursue
          and/or acquire opportunities through the company. Accordingly, Gold
          Fields shall not be entitled to, and shall procure that no other
          member of the Gold Fields group other than the company shall,
          investigate, evaluate, pursue and/or acquire any opportunity (even if
          the provisions of 15.7.1.1, 15.7.1.2.1 or 15.7.1.2.2 are applicable).

15.9      Each of Gold Fields and Mvela Resources acknowledges that -

15.9.1         the limitations imposed upon it in terms of this 15 are fair and
               reasonable as to subject matter, area and duration and are
               reasonably necessary to protect the proprietary interests of the
               GFI group, the Gold Fields group and the Mvela Resources group
               and to maintain the goodwill of the GFI group, the Gold Fields
               group and the Mvela Resources group;

15.9.2         the provisions of this 15 shall be construed as imposing a
               separate and independent limitation, severable from the rest of
               them, in respect of -

15.9.2.1            each calendar month;

15.9.2.2            every locality falling within South Africa; and

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              40

15.9.2.3            every activity falling within the ambit of the gold mining
                    business.

15.10     Nothing in this 15 shall preclude either Gold Fields or Mvela
          Resources and/or any member of the respective groups of which they
          form part from collectively acquiring -

15.10.1        an aggregate of not more than 5% of the issued equity share
               capital of any person, the shares or other equity interests of
               which are listed on a recognised stock exchange, even if it falls
               within, or conducts any activity falling within, the gold mining
               business; or

15.10.2        any asset which does not fall within the ambit of the gold mining
               business.

16   DIVIDENDS AND OTHER DISTRIBUTIONS TO SHAREHOLDERS

16.1      Dividends, and other distributions shall be declared and made at the
          discretion of, and at such rate and at such times as may be determined
          by, the board from time to time; provided that -

16.1.1         Gold Fields and the company shall procure that each company
               forming part of the GFI group shall manage its cash flows and
               resources from time to time in a manner which is not likely to
               materially adversely affect the financial position and/or
               solvency of the GFI group;

16.1.2         Gold Fields and the company shall procure that GFI group
               borrowings from time to time to finance dividends and other
               distributions shall not exceed such levels as are likely to
               materially adversely affect the financial position and/or
               solvency of the GFI group.

16.2      The provisions of this 16 shall apply over the period/s in which Mvela
          Gold holds or beneficially owns the empowerment interest or at least
          10% of the issued equity share capital of the company.

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              41

17   PARTIES' RIGHTS TO INFORMATION AND TO EXAMINE BOOKS AND ACCOUNTS

     Gold Fields and the company shall procure that subject to the signature of
     a confidentiality agreement on such terms as the company may reasonably
     require -

17.1      the respective directors nominated by Gold Fields (on the one hand)
          and Mvela Gold (on the other) are entitled to disclose to Gold Fields
          and to Mvela Gold and Mvela Resources (respectively) all information
          which they receive in their capacity as directors and to furnish Gold
          Fields and each of Mvela Gold and Mvela Resources (respectively) with
          copies of all documents containing any such information; and

17.2      each of Gold Fields, Mvela Gold and Mvela Resources is -

17.2.1         furnished, in such format and in such manner as it may
               reasonably require from time to time, all such further
               information concerning the affairs of any of the entities forming
               part of the GFI group; and

17.2.2         entitled to examine all books, records and financial statements
               of any of the entities forming part of the GFI group,

          as it may reasonably require to protect, enforce, give effect to or
          preserve its rights or interests under this agreement or any other
          transaction document or in the GFI group.

18   INCREASES IN HDSA INTEREST IN THE GFI GROUP


18.1      Save under a bona-fide GFI group employee share incentive scheme, if
          Gold Fields or the company wishes to increase the HDSA interest in
          equity shares and/or other shares in the capital of the company and/or
          in the equity or non-equity share capital of a subsidiary of the
          company and/or in any business or assets of the GFI group
          ("ADDITIONAL HDSA INTEREST"), neither Gold Fields nor the company

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              42

          shall be entitled to do so (and Gold Fields and the company shall
          procure that the subsidiary concerned shall not do so) unless Gold
          Fields or the company (as the case may be) has first offered the
          additional HDSA interest to Mvela Gold in writing ("HDSA OFFER"). The
          HDSA offer shall -

18.1.1         be in writing;

18.1.2         be irrevocable and open for acceptance by Mvela Resources (or a
               wholly-owned subsidiary of Mvela Resources selected by Mvela
               Resources) ("MVELA RESOURCES GROUP MEMBER") for a period of fifty
               days (or such other period as Gold Fields or the company, as the
               case may be, and Mvela Resources may agree in writing) following
               the date of receipt by Mvela Resources of the HDSA offer ("HDSA
               OFFER PERIOD");

18.1.3         if 18.1.4 is not applicable, stipulate in writing all the
               material terms and conditions upon which the additional HDSA
               interest is offered to Mvela Resources;

18.1.4         if there is an offer by a bona fide third party to acquire the
               additional HDSA interest ("THIRD PARTY OFFER"), furnish a copy of
               the written or electronic third party offer or deliver a written
               memorandum to Mvela Resources stipulating all the material terms
               and conditions upon which the third party has verbally offered to
               acquire the additional HDSA interest (on the basis that the
               additional HDSA offer shall be deemed to be made on the terms and
               conditions contained in the written or electronic offer or
               written memorandum (as the case may be). The written or
               electronic offer or written memorandum shall stipulate the name
               of the third party (and, if it is agent, nominee or subsidiary of
               another person, the name of that person);

18.1.5         be capable of acceptance only -

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              43

18.1.5.1            in whole and not in part; and

18.1.5.2            by the Mvela Resources group member delivering written
                    notice to that effect to Gold Fields or the company, as the
                    case may be, within the HDSA offer period;

18.1.5.3            not be subject to any other term or condition except the
                    condition precedent ("CONDITION PRECEDENT") that all
                    regulatory approvals (if any) which are necessary for the
                    implementation of the transaction resulting from the
                    acceptance of the additional HDSA offer are obtained within
                    ninety days after the date of acceptance of the HDSA offer.

18.1.6         If Mvela Resources accepts the HDSA offer in whole and the
               condition precedent is fulfilled within the time period
               stipulated in 18.1.5.3, then the purchase price payable therefor
               shall be paid by the Mvela Resources group member to Gold Fields
               or the company, as the case may be, on the twentieth business day
               after the later of the date of acceptance of the additional HDSA
               offer and the date of fulfilment of the condition precedent at
               the company's registered office, against delivery of the
               additional HDSA interest, certificates or other evidence of
               ownership of the additional HDSA interest and duly executed
               transfer forms In respect thereof.

18.1.7         If Mvela Resources

18.1.7.1            does not accept the offer in whole; or

18.1.7.2            does accept the offer in whole but the condition precedent
                    is not fulfilled within the ninety day period stipulated in
                    18.1.5.3,

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              44

               then Gold Fields, the company and/or the subsidiary of the
               company concerned (as the case may be) shall be entitled -

18.1.7.3            in the circumstances referred to in 18.1.7.1, within ninety
                    days after the earlier of the date upon which Mvela
                    Resources advises Gold Fields or the company (as the case
                    may be) in writing that it does not accept the HDSA offer
                    and the date of expiry of the HDSA offer period;

18.1.7.4            in the circumstances referred to in 18.1.7.2, within ninety
                    days after the expiry of the ninety day period referred to
                    in 18.1.5.3,


               to issue and/or dispose of all (and not some only) of the is
               additional HDSA interest to a bona fide third party at a pries
               not lower than that in the HDSA offer; provided that the is
               material terms and conditions thereof are not more favourable to
               such third party than any of the material terms and conditions of
               the HDSA offer. If Gold Fields or the company, as the case may
               be, does not unconditionally so issue, sell and/or cede the
               additional HDSA interest to a bona fide third party within the
               ninety day period stated in 18.1.7.3 or 18.1.7.4 (as the case may
               be), all of the aforegoing provisions of this 18 shall apply de
               novo to the additional HDSA interest.

18.2      The provisions of 18.1 shall apply for such period/s as Mvela Gold
          holds or beneficialy owns the empowerment interest or at least 10% of
          the issued equity share capital of the company.

18.3      This 18 constitutes a stipulation for the benefit of the Mvela
          Resources group member, which may accept same at any time.

                                                                [WERKSMANS LOGO]

<PAGE>
                                                                              45

19   DELISTING OF GOLD FIELDS


19.1      In order to enable Mvela Gold to realise its investment in the company
          if the issued ordinary shares of Gold Fields are delisted, or are to
          be delisted, from the JSE, Gold Fields shall procure the happening of
          one of the following events or actions (for avoidance of doubt, Gold
          Fields may at its election determine which it shall procure, which it
          shall do by delivering written notice of its election ("ELECTION
          NOTICE") to Mvela Resources within thirty days of the first public
          announcement of the transactions which may result in such delisting) -

19.1.1         if an offer is made, a scheme of arrangement is proposed or any
               other transaction is made, proposed or entered into which, if
               implemented or accepted, will result in the delisting of Gold
               fields' shares on the JSE (collectively "OUTSIDE OFFER") and the
               shares of the offeror or proposer in terms of the outside offer
               are listed on a recognised stock exchange on which Mvela
               Resources is permitted to trade shares, Gold Fields shall procure
               that, prior to the last date ("LDR") upon which a person must be
               registered as a Gold Fields shareholder to participate in the
               outside offer, the offeror or proposer delivers a notice to Mvela
               Gold in which it undertakes in writing in favour of Mvela Gold to
               assume all of Gold Fields' rights and obligations under this 19
               and under the share exchange provisions in the Mvela Gold
               subscription agreement and to timeously perform the obligations
               so assumed. Without limiting the aforegoing, the written notice
               from the offeror or proposer shall confirm that each reference to
               Gold Fields in this 19 and in such share exchange provisions
               shall be deemed to refer to the offeror or proposer and that the
               implementation of the share exchange will result in the
               acquisition by Mvela Gold of listed shares of the offeror or
               proposer mutatis mutandis in accordance with the valuation
               methodology; or

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              46

19.1.2         Gold Fields shall procure that the repayment date is accelerated
               to a date ("ACCELERATION DATE") prior to the LDR and that the
               whole of the Mvela Gold loan capital (and all interest owing) is
               paid to Mvela Gold on the acceleration date on the basis that and
               such that -

19.1.2.1            Mvela Gold shall be obliged to subscribe for, and the
                    company shall be obliged to issue, the empowerment shares on
                    the acceleration date;

19.1.2.2            Mvela Gold's right to sell the empowerment shares to Gold
                    Fields in terms of the share exchange provisions contained
                    in the Mvela Gold subscription agreement shall be capable of
                    exercise, and Mvela Gold shall be entitled to require the
                    implementation thereof, on or after the acceleration date in
                    accordance with such share exchange provisions; and

19.1.2.3            the Gold Fields shares to which Mvela Gold is entitled in
                    terms of the share exchange provisions shall on the
                    acceleration date be capable of allotment, and issue, and on
                    the exercise of the share exchange provisions by Mvela Gold,
                    shall immediately be allotted and issued to, and registered
                    in the name of, Mvela Gold (on the basis that Mvela Gold
                    becomes a registered holder of Gold Fields shares prior to
                    the LDR); or

19.1.3         Gold Fields shall procure that within six months of the date upon
               which the shares of Gold Fields are delisted from the JSE
               ("DELISTING DATE") that the issued equity shares of the company
               are listed on the JSE; or

19.1.4         in the election notice, Gold Fields shall grant an option ("PUT
               OPTION") to Mvela Gold to require, by giving written notice ("PUT
               NOTICE") of at least ten days to Gold Fields to such effect, that
               Gold Fields purchases Mvela Gold's equity shares and

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              47

               other shares in the capital of the company or the empowerment
               interest (as the case may be) and its claims on loan account on
               the terms and conditions stipulated in this 19.1.4. The put
               option shall be subject to the following terms and conditions -

19.1.4.1            the price at which the option may be exercised ("PUT PRICE")
                    shall be the aggregate of the -

19.1.4.1.1               fair market value of the empowerment interest or Mvela
                         Gold's equity shares and other shares in the capital of
                         the company (as the case may be) determined mutatis
                         mutandis in accordance with 11.3.1.1 and 11.3.1.2, as
                         adjusted to take account of the principles contained in
                         the valuation methodology; and

19.1.4.1.2               face value of (plus all accrued but unpaid interest on)
                         Mvela Gold's claims on loan account;

19.1.4.2            the put option may only be exercised by Mvela Gold on one
                    occasion and within ninety days after the repayment date;

19.1.4.3            the put option may only be exercised in respect of all (and
                    not part of) Mvela Gold's equity shares and other shares in
                    the capital of the company or its empowerment interest and
                    the whole of its claims on loan account;

19.1.4.4            the sale agreement arising on the exercise of the put option
                    shall be subject to the obtaining by Mvela Gold of all
                    necessary regulatory approvals (at its cost);

                                                                [WERKSMANS LOGO]

<PAGE>

                                                                              48

19.1.4.5            if the put option is exercised, the risk and benefit in
                    Mvela Gold's equity shares and other shares in the capital
                    of the company or its empowerment interest (as the case may
                    be) and its claims on loan account shall pass to Gold Fields
                    on the delivery date (as defined in 19.1.4.6.4.1);

19.1.4.6            subject to the transaction documents, Mvela Gold warrants in
                    favour of Gold Fields that, on the delivery date (as defined
                    in 19.1.4.6.4,1) -

19.1.4.6.1               it shall be entitled and able to give free and
                         encumbered title to its equity shares and other shares
                         in the capital of the company or its empowerment
                         interest (as the case may be) and its claims on loan
                         account;

19.1.4.6.2               it shall be the sole and beneficial owner of its equity
                         shares and other shares in the capital of the company
                         or its empowerment interest (as the case may be) and
                         Its claims on loan account;

19.1.4.6.3               no other person shall have any right or interest in or
                         to, or option or right of first refusal to acquire,
                         whether present or future, all or any of its equity
                         shares and other shares in the capital of the company
                         or its empowerment interest (as the case may be) and
                         Its claims on loan account;

19.1.4.6.4               should the put option be exercised and, if applicable,
                         all necessary regulatory approvals are obtained -

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              49

19.1.4.6.4.1                  Mvela Gold shall, on the third business day
                              ("DELIVERY DATE") after the later of the date of
                              exercise of the put option and the date upon which
                              the regulatory approvals are obtained (if
                              applicable) against compliance by Gold Fields with
                              19.1.4.6.4.2, transfer its equity shares and other
                              shares in the capital of the company or its
                              empowerment interest to Gold Fields, and deliver
                              the relevant share certificates in respect of the
                              empowerment interest or its equity shares and
                              other shares in the capital of the company or its
                              empowerment interest (as the case may be) signed
                              and blank as to transferee, to Gold Fields and a
                              written cession of Mvela Gold's claims on loan
                              account;

19.1.4.6.4.2                  Gold Fields shall, on the delivery date against
                              compliance by Mvela Gold with 19.1.4.6.4.1, pay
                              the put price to Mvela Gold.

19.2      If Gold Fields fails to deliver the election notice to Mvela Gold
          within the thirty day period referred to in 19.1 or so delivers the
          election notice but thereafter fails to -

19.2.1         procure a written undertaking in accordance with 19.1.1 by the
               offeror or proposer in favour of Mvela Gold to assume Gold
               Fields' rights and obligations under 19.1.1 prior to the LDR (if
               Gold Fields elects to follow 19.1.1); or

19.2.2         procure the implementation of the provisions of 19.1.2 prior to
               the LDR (if Gold Fields elects to follow 19.1.2); or

                                                                [WERKSMANS LOGO]
<PAGE>

                                                                              50

19.2.3         procure the listing referred to in 19.1.3 within the six month
               period referred to therein (if Gold Fields elects to follow
               19.1.3),

          then Gold Fields shall be deemed to have granted the put option to
          Mvela Gold mutatis mutandis on the terms of 19.1.4.

19.3      The provisions of this 19 shall, notwithstanding 4 or any other
          provision to the contrary in this agreement, continue until the
          earlier of the -

19.3.1         date of implementation of the share exchange provisions contained
               in clause 10 of the subscription agreement (ie, transfer of Mvela
               Gold's shares in the company to Gold Fields and the allotment and
               issue to, and registration in the name of, Mvela Gold of the Gold
               Fields shares issued in exchange);

19.3.2         expiry of the "SHARE EXCHANGE PERIOD" (as defined in the Mvela
               Gold subscription agreement) without the delivery of notice of
               exercise of the share exchange provisions by Mvela Gold or Gold
               Fields respectively;

19.3.3         listing date; provided that if the shares of the company are
               thereafter delisted prior to the subscription date, Gold Fields
               shall be deemed to have granted the put option to Mvela Gold
               mutatis mutandis on the terms of 19.1.4.

20   CONFIDENTIALITY

     For purposes of clarity, the provisions of the confidentiality agreement
     shall, notwithstanding the cancellation or termination of this agreement
     for any reason, continue to be of full force and effect and shall apply to
     all "confidential information" and "confidential records" (as defined
     therein), which shall, without limitation, be deemed to include the
     existence and contents of this agreement. References in the confidentiality
     agreement to -

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              51

20.1      Mvela Resources shall be deemed to include Mvela Gold;

20.2      Gold Fields shall be deemed to include the company.

21   DISPUTES

21.1      Save as otherwise expressly provided in this agreement, any dispute of
          whatever nature which arises between all or any of the parties out of
          or in connection with this agreement including, without limitation,
          any dispute in regard to -

21.1.1         the interpretation or effect of;

21.1.2         the existence, validity, enforceability or rectification (whether
               in whole or in part) of;

21.1.3         the respective rights or obligations of all or any of the parties
               under;

21.1.4         a breach including, without limitation, any breach regarding any
               warranty or representation and/or the amount of compensation
               payable or the actions (including specific performance) required
               in order to remedy such breach of;

21.1.5         the termination or cancellation of; or

21.1.6         the materiality of any matter referred to in,

          this agreement (collectively referred to hereinafter as a "DISPUTE")
          shall be dealt with in accordance with the succeeding provisions of
          this 21. The parties to the dispute shall use all reasonable
          endeavours to resolve such dispute as amicably and expeditiously as
          possible. The parties furthermore acknowledge and agree that, save as
          otherwise expressly provided in this agreement, the provisions of

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              52

          this 21 constitute the sole and exclusive remedies of the parties to
          resolve any dispute.

21.2      If a dispute arises, then the following procedure shall be followed -

21.2.1         written notice of such dispute ("dISPUTE NOTICE") shall be given
               by a party to all the directors. The board shall, as soon as
               possible but in any event within ten business days after receipt
               by all the directors of the dispute notice, constitute a dispute
               committee on which Gold Fields and Mvela Resources shall be
               equally represented ("DISPUTE COMMITTEE"). The dispute committee
               shall meet as soon as possible but in any event by not later than
               ten business days after the constitution thereof, in order to
               attempt to negotiate an amicable settlement of such dispute. Such
               meeting shall be held at such time and place as is determined by
               the dispute committee or, failing such determination by 17:00 on
               the last business day of the aforementioned ten business day
               period, at the registered office of the company. Such meeting
               shall be conducted in good faith;

21.2.2         if the dispute committee does not meet within the applicable ten
               business day period referred to in 21.2.1 or if it does meet but
               is unable to resolve the dispute within ten business days of the
               commencement of such meeting (or within such further period as
               the representatives on the dispute committee may agree), then the
               company secretary shall forthwith give written notice that such
               dispute has arisen to the respective chief executive officers of
               Gold Fields and Mvela Resources ("CHIEF EXECUTIVE OFFICERS"), if
               the company secretary fails to give such notice for any reason,
               then Gold Fields or Mvela Resources shall be entitled to give
               such notice to the chief executive officers;

21.2.3         the chief executive officers shall meet as soon as possible after
               receipt of the written notice referred to in 21.2.2 in order

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              53

               to attempt to negotiate an amicable settlement of such dispute.
               Such meeting shall be held at such time and place as is agreed
               upon by the chief executive officers or, failing such agreement
               by 17:00 on the tenth business day after receipt by each of them
               of the written notice referred to in 21.2.2, at the registered
               office of the company at 17:00 on the tenth business day after
               receipt by each of them of such notice. Such negotiations shall
               be conducted in good faith;

21.2.4         if the chief executive officers do not meet within the applicable
               ten business day period referred to in 21.2.3 or if they do meet
               but are unable to resolve the dispute within ten business days
               after the commencement of such meeting (or within such further
               period as they may agree), then the dispute shall be referred to
               and finally resolved in accordance with the rules of AFSA by an
               arbitrator or arbitrators appointed by AFSA. There shall be a
               right of appeal as provided for in rule 22 of such rules. For the
               purposes of 21.3 and for the purposes of having any award made by
               the arbitrator/s being made an order of court, each of the
               parties hereby submits itself to the non-exclusive jurisdiction
               of Witwatersrand Local Division of the High Court of South
               Africa.

21.3      Notwithstanding anything to the contrary contained in this 21, any
          party shall be entitled to apply for, and if successful, be granted,
          an interdict from any competent court having jurisdiction.

21.4      This 21 is severable from the rest of this agreement and shall remain
          in full force and effect notwithstanding any termination of this
          agreement.

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              54

22   CO-OPERATION

     The parties undertake to -

22.1      exercise good faith in their dealings with each other in regard to all
          matters relating to the GFI group and in carrying out and giving
          effect to the provisions of this agreement;

22.2      exercise all their voting rights at meetings of shareholders and to
          use their reasonable commercial endeavours to procure that their
          respective nominees to the board exercise their voting rights at
          meetings of the board and the boards of directors of companies forming
          part of the GFI group in such manner as may be required from time to
          time to carry out and give effect to the provisions of this agreement
          and the transaction documents; and

22.3      do or to use their reasonable commercial endeavours to procure the
          doing by other entities or persons, and to refrain from doing or use
          their reasonable endeavours to procure that other persons refrain from
          doing, all acts and to pass or to use their reasonable commercial
          endeavours to procure the passing of all resolutions of directors or
          shareholders or of any other decision making body or entity forming
          part of the group which may be required to give effect to the terms of
          this agreement.

23   DOMICILIUM AND NOTICES

23.1      The parties choose domicilium citandi et executandi ("DOMICILIUM") for
          all purposes relating to this agreement, including without limitation
          the giving of any notice, the payment of any sum or the serving of any
          process, as follows -

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              55

23.1.1         Gold Fields        physical        24 St. Andrews Road
                                                  Parktown

                                  facsimile       (011)484-5342

                                  (marked :       Attention : The Company
                                                  Secretary")

23.1.2         Mvela Resources    physical        First Floor
               and Mvela Gold                     South Wing
                                                  1 Albury Park
                                                  Magalieszicht Avenue
                                                  Dunkeld West
                                                  Sandton
                                                  2196

                                  facsimile       (011)325-5320

                                  (marked :       Attention : The Company
                                                  Secretary")

23.1.3         company            physical and    sent c/o Gold Fields and
                                  facsimile       Mvela Resources to the
                                                  physical addresses or
                                                  facsimile numbers (as the
                                                  case may be) in each of
                                                  23.1.1 and 23.1.2

23.2      Any party shall be entitled from time to time, by giving written
          notice to the others, to vary its physical domicilium to any other
          physical address (not being a post office box or poste restante)
          within South Africa and to vary its facsimile domicilium to any other
          facsimile number.

23.3      Any notice given or payment made by any party to another ("ADDRESSEE")
          which is delivered by hand between the hours of 09:00 and 17:00 on any
          business day to the addressee's physical domicilium for the time being
          shall be deemed to have been received by the addressee at the time of
          delivery.

23.4      Any notice given by any party to another which is successfully
          transmitted by facsimile to the addressee's facsimile domicilium for
          the time being shall be deemed (unless the contrary is proved by the
          addressee) to have been received by the addressee on the business

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              56

          day immediately succeeding the date of successful transmission
          thereof.

23.5      This 23 shall not operate so as to invalidate the giving or receipt of
          any written notice which is actually received by the addressee other
          than by a method referred to in this 23.

23.6      Any notice in terms of or in connection with this agreement shall be
          valid and effective only if in writing and if received or deemed to be
          received by the addressee.

24   RELATIONSHIP OF THE PARTIES

     No party shall be entitled or empowered to represent or hold out to any
     third party that the relationship between them is that of a partnership or
     the like or that it has the right to bind, represent or act for any other
     party.

25   BREACH

     Should any party ("BREACHING PARTY") breach any provision of this agreement
     and fail to remedy such breach within twenty one days after receiving
     written notice requiring it to do so from any party ("AGGRIEVED PARTY")
     aggrieved thereby, then the breaching party shall be entitled, without
     prejudice to its other rights in law including any right to claim damages,
     to claim immediate specific performance.

26   CANCELLATION

     Notwithstanding anything to the contrary in this agreement, the agreement
     may not be cancelled for any reason whatsoever save by mutual written
     agreement between the parties.

27   GENERAL

27.1      Subject to 20, this agreement (read with the transaction documents)
          constitutes the sole record of the agreement between the parties in

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              57

          relation to the subject matter hereof. No party shall be bound by any
          express, tacit or implied term, representation, warranty, promise or
          the like not recorded herein. This agreement supersedes and replaces
          all prior commitments, undertakings or representations, whether oral
          or written, between the parties in respect of the subject matter
          hereof.

27.2      No addition to, variation, novation or agreed cancellation of any
          provision of this agreement shall be binding upon the parties unless
          reduced to writing and signed by or on behalf of the parties.

27.3      No indulgence or extension of time which any party ("GRANTOR") may
          grant to any other shall constitute a waiver of or, whether by
          estoppel or otherwise, limit any of the existing or future rights of
          the grantor in terms hereof, save in the event and to the extent that
          the grantor has signed a written document expressly waiving or
          limiting such right.

27.4      Without prejudice to any other provision of this agreement, any
          successor-in-title, including any heir, liquidator, judicial manager,
          curator or trustee, of any party shall be bound by this agreement.

27.5      The signature by any party of a counterpart of this agreement shall be
          as effective as if that party had signed the same document as all of
          the other parties.

27.6      Save as expressly provided for herein, no party shall be entitled to
          cede, assign, transfer, encumber or delegate any of its rights,
          obligation and/or interest in, under or in terms of this agreement to
          any third party without the prior written consent of all the other
          parties.

27.7      Wherever in this agreement (other than 1.2.67, 10.2.1.1 and 27.8) the
          consent or approval of a party is required, that consent or approval
          shall not be unreasonably withheld.

27.8      The parties hereby irrevocably and unconditionally agree that the
          provisions of the GFl articles (on terms and conditions approved in
          writing by Gold Fields and Mvela Resources prior to the adoption

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              58

          thereof) constitute stipulations for the benefit of Mvela Gold. Mvela
          Gold hereby accepts such stipulations.

28   COSTS

          Each party shall bear and pay its own costs of and incidental to the
          negotiation, drafting and execution of this agreement.

Signed at      JOHANNESBURG       on   26 NOVEMBER 2003
                                  for  Gold Fields Limited


                                       ---------------------------------
                                       who warrants that he is duly
                                       authorised hereto

Signed at      JOHANNESBURG       on   26 NOVEMBER 2003
                                  for  Mvelaphanda Resources Limited


                                       ---------------------------------
                                       who warrants that he is duly
                                       authorised hereto

                                                                [WERKSMANS LOGO]
<PAGE>
                                                                              59

Signed at      JOHANNESBURG       on   26 NOVEMBER 2003
                                  for  Lexshell 579 Investments (Proprietary)
                                       Limited


                                       ---------------------------------
                                       who warrants that he is duly
                                       authorised hereto

Signed at      JOHANNESBURG       on   26 NOVEMBER 2003
                                  for  Newshelf 706 Limited


                                       ---------------------------------
                                       who warrants that he is duly
                                       authorised hereto

                                                                [WERKSMANS LOGO]