Exhibit 4.57


 


Deed of Amalgamation


 


 


for the

corporate reconstruction of

Orogen Minerals (Porgera) Limited, Mineral Resources Porgera Limited and Dome
Resources 

(PNG) Limited


 

















 


DEED OF AMALGAMATION


 


	
  DATE

  	
  October 14, 2003

  
	
   

  	
   

  
	
  PARTIES

  	
   

  



 


Mineral Resources Porgera Limited (company
number 1-14321) a company incorporated under the laws of the Independent State
of Papua New Guinea, having its registered office at Level 5, MMI Pacific
Insurance Building, Champion Parade, Port Moresby, National Capital District (MRP).


 


Orogen Minerals (Porgera) Limited (company
number 1-25740) a company incorporated under the laws of the Independent State
of Papua New Guinea, having its registered office at Level 5, MMI Pacific
Insurance Building, Champion Parade, Port Moresby, National Capital District (OMP).


 


Orogen Minerals Limited (company number
2-25619), a company incorporated under the laws of the Independent State of
Papua New Guinea, having its registered office at Level 5, MMI Pacific
Insurance Building, Champion Parade, Port Moresby, National Capital District (OML).


 


Oil Search Limited (ARBN 055 079 868), a
company incorporated under the laws of the Independent State of Papua New
Guinea, having its registered office at Level 5, MMI Pacific Insurance
Building, Champion Parade, Port Moresby, National Capital District (OSL).


 


Dome Resources (PNG) Limited (company
number 1-18497) a  company incorporated
under the laws of the Independent State of Papua New Guinea, having its
registered office at Level 5, Defens Haus, Cnr Champion Pde & Hunter St,
Port Moresby, National Capital District, being a wholly-owned subsidiary of
Dome Resources Pty Ltd.


 


DRD (Isle of Man) Limited (company number
94445C) a company incorporated under the laws of the Isle of Man, having its
registered office at Grosvenor House, 66/67 Athol Street, Douglas, Isle of Man
(DRD
(IoM)).


 


Durban Roodepoort Deep, Limited (company
number 1895/000926/06) a company duly incorporated according to the laws of the
Republic of South Africa, having its registered office at 45 Empire Road,
Parktown, Johannesburg, Republic of South Africa (DRD).


 


RECITALS


 


A.                                   OML
owns all the issued shares in MRP and OMP as well as the Loan.


 


B.                                     OML
has agreed with Dome that MRP and OMP will amalgamate with Dome on the terms of
this Deed.


 

















 


C.                                     OML
has agreed with DRD (IoM) to assign the Loan to DRD (IoM) on the terms of this
Deed and the Loan Assignment Agreement.


 


D.                                    OSL
has agreed to guarantee the obligations of OML under and on the terms of this
Deed.


 


E.                                      DRD
has agreed to guarantee the obligations of Dome and DRD (IoM) under and on the
terms of this Deed.


 


OPERATIVE PROVISIONS


 


1.                                       INTERPRETATION


 


1.1                                 Definitions


 


The following definitions
apply in this Deed.


 


“Agreed Dividend” has the meaning given to
that term in clause 5.5(a) and item 19 of Schedule 2.


 


“Agreed Maximum Duty” has the meaning given
to that term in item 29 of Schedule 2.


 


“Amalgamated Company” means OMP as the
continuing company in the Amalgamation.


 


“Amalgamation” means the amalgamation of
Dome, OMP and MRP to continue as the Amalgamated Company in accordance with the
proposal contained in Schedule 7.


 


“Amalgamation Procedures” means the
amalgamation implementation procedures set out in Schedule 8.


 


“ANZ Bank” means the Australia and New
Zealand Banking Group Limited in Sydney, Australia.


 


“Assets” means all the right, title and
interest of the Companies in, under, to or derived from, and the benefit of,
the items listed at Schedule 6, and any other assets of whatever kind held
by the Companies at Completion.


 


“Authorisation” means:


 


(a)                                  an
authorisation, consent, declaration, exemption, notarisation or waiver, however
it is described; and


 


(b)                                 in
relation to anything that could be prohibited or restricted by law if a
Government Agency acts in any way within a specified period, the expiry of that
period without that action being taken,


 


including any renewal or
amendment.


 


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“Balance Date” means 31 December 2002.


 


“Base Scrip Consideration” has the meaning
given to that term in items 2 and 12 of Schedule 2.


 


“Business Day” means a day that is not a
Saturday, Sunday or public holiday in Sydney, New South Wales, Port Moresby,
Papua New Guinea or Johannesburg, South Africa.


 


“Cancellation Compensation” has the meaning
given to that term in clause 5.1(a), calculated in accordance with item 30 of
Schedule 2.


 


“Cash Calls” has the meaning given to that
term in item 25 of Schedule 2.


 


“Central Bank” means the Bank of Papua New
Guinea.


 


“Companies Act” means the Companies
Act 1997 (PNG).


 


“Companies” mean MRP and OMP and “Company”
means any one of those Companies.


 


“Companies Regulations” means the Companies
Regulation 1998 made under the Companies Act.


 


“Completion” means completion of the terms
of the Amalgamation and the assignment of the Loan under clause 8.


 


“Completion Adjustments” has the meaning
ascribed to that term in clause 7.1(b).


 


“Completion Cash Component” has the meaning
given to that term in item 9 of Schedule 2 (unless clause 5.5 applies, in
which case it has the meaning given to the term “Post Dividend Adjustment Cash
Completion Component” in item 18 of Schedule 2).


 


“Completion Date” has the meaning given to
that term in clause 8.1.


 


“Completion Value” has the meaning given to
that term in item 5 of Schedule 2 (unless clause 5.5 applies, in which
case it has the meaning given to the term “Post Dividend Adjustment Completion
Value” in item 17 of Schedule 2).


 


“Conditions Precedent” means the conditions
precedent set out in clause 3.1.


 


“Contract” means any deed, agreement,
trust, arrangement or understanding (written or not).


 


“Data Room” means the electronic data room
established by OML in connection with the Amalgamation.


 


“Deposit” means $5,000,000, or if Stamp
Duty has been deducted from the Deposit in accordance with clause 4.6(c)(ii),
the amount remaining after that deduction.


 


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“Deposit Account” means the trust account
established in the name of the Deposit Holder with the ANZ Bank held on behalf
of DRD (IoM) and OML under clause 4.6 of this Deed.


 


“Deposit Holder” means Merrill Lynch
International (Australia) Limited, Sydney.


 


“Dome” up until Completion means Dome
Resources (PNG) Limited and following Completion means the Amalgamated Company.


 


“Dome Resources” means Dome Resources Pty
Ltd ACN 002 752 641 (formerly known as Dome Resources NL).


 


“Dome Costs” has the meaning given to that
term in clause 18.1(b).


 


“DRD Guaranteed Moneys” means all debts and
monetary liabilities of Dome or DRD (IoM) to OML under this Deed, irrespective
of whether the liabilities:


 


(a)                                  are
present or future;


 


(b)                                 are
actual or contingent;


 


(c)                                  are
ascertained or unascertained;


 


(d)                                 are
owed or incurred by or on account of either Dome or DRD (IoM) alone, or
severally or jointly with any other person;


 


(e)                                  are
owed or incurred to or for the account of OML alone, or severally or jointly
with any other person;


 


(f)                                    are
owed or incurred as principal, interest, fees, damages, losses, costs, expenses
or on any other account; or


 


(g)                                 comprise
any combination of the above, and includes debts and monetary liabilities under
or in respect of this Deed.


 


“DRD Shares” means ordinary shares in the
capital of DRD.


 


“Effective Date” means 30 June 2003.


 


“Encumbrance” includes any mortgage,
charge, pledge, lien, hypothecation or title retention arrangement, any right
of set-off or right to withhold payment of a deposit or other money, any notice
under, an easement, restrictive covenant, caveat or similar restriction over
property, or any agreement to create any of them or to allow any of them to
exist.


 


“End Date” means twelve (12) months from
the date of this Deed or any other date which is agreed in writing by the
parties.


 


4

















 


“Escrow Account” means the bank account in
the name of DRD (IoM), into which the Escrow Cash is to be deposited under
clause 4.7 of this Deed.


 


“Escrow Cash” means an amount of
$51,362,000.00.


 


“Estimated Post Effective Date Completion Adjustment”
has the meaning given to that term in item 6 of Schedule 2.


 


“Government Agency” means:


 


(a)                                  a
government or government department or other body;


 


(b)                                 a
governmental, semi-governmental or judicial person; or


 


(c)                                  a
person (whether autonomous or not) who is charged with the administration of a
law.


 


“Half-Yearly Accounts” means the balance
sheet for each of the Companies as at the Effective Date and a profit and loss
statement and statement of cash flows for each of the Companies for the 6 month
period ending on the Effective Date, together with the notes to those accounts.


 


“Initial Loan Balance” has the meaning
given to that term in item 3 of Schedule 2.


 


“Inter-Company Indebtedness” means any loan
owed to or from either Company to or from any of its shareholders or to any
entity controlled by OSL.


 


“Investment Promotion Act” means the Investment
Promotion Act 1992 (PNG).


 


“Issue Price” has the meaning given to that
term in item 15 of Schedule 2.


 


“Joint Venture Agreement” means the joint
venture agreement dated 31 July 1979, originally between Placer (PNG) Pty
Limited, Mount Isa Mines Limited and Consolidated Gold Fields Australia
Limited, as amended by, among other agreements, the Joint Venture Accession and
Amendment Agreement dated 21 November 1990 between Placer (PNG) Limited,
Highlands Gold Properties Limited, Goldfields Porgera Limited, MRP and OMP.


 


“Loan” means the loan (if any) held in
dollars owed by OMP to OML which is to be assigned to DRD (IoM) on Completion.


 


“Loan Assignment Agreement” means the
agreement to effect an assignment of the Loan from OML to DRD (IoM) in
substantially the form set out in Annexure B.


 


“Loan Balance” has the meaning given to
that term in item 33 of Schedule 2.


 


“Mining Development Contract” means the
Mining Development Contract dated 12 May 1989 between the Independent
State of Papua New Guinea, Placer (PNG) Limited, Highlands Gold Properties
Limited, Goldfields Porgera Limited and the Companies.


 


5

















 


“MRP Cancellation Amount” has the meaning
given to that term in item 32 of Schedule 2.


 


“MRP/OMP Debt” means the debt, held in
dollars, owing by OMP to MRP on Completion.


 


“OMP Cancellation Amount” has the meaning
given to that term in item 31 of Schedule 2.


 


“Operating Agreement” means the Porgera
Joint Venture Operating Agreement dated 6 December 1998 originally between
Placer (PNG) Limited, Highlands Gold Pty Limited and RGC (Papua New Guinea) Pty
Limited.


 


“OSL Guaranteed Moneys” means all debts and
monetary liabilities of OML to Dome or DRD (IoM) under this Deed, irrespective
of whether the liabilities:


 


(a)                                  are
present or future;


 


(b)                                 are
actual or contingent;


 


(c)                                  are
ascertained or unascertained;


 


(d)                                 are
owed or incurred by or on account of OML alone, or severally or jointly with
any other person;


 


(e)                                  are
owed or incurred to or for the account of either Dome or DRD (IoM) alone, or
severally or jointly with any other person;


 


(f)                                    are
owed or incurred as principal, interest, fees, damages, losses, costs, expenses
or on any other account; or


 


(g)                                 comprise
any combination of the above, and includes debts and monetary liabilities under
or in respect of this Deed.


 


“Other Expenses” has the meaning given to
that term in item 26 of Schedule 2.


 


“Placer” means Placer (PNG) Limited or any
related body corporate of, or successor in title to, Placer (PNG) Limited.


 


“Placer Substitution Deed” means:


 


(a)                                  the
document titled “Placer Substitution Deed” between OMP, Placer (PNG) Limited,
Placer Niugini Limited, Highlands Gold Properties Pty Limited, Goldfields
Porgera Limited, the Independent State of Papua New Guinea and the nominee of
the Independent State of Papua New Guinea dated 13 September 1996;


 


(b)                                 the
document titled “Placer Substitution Deed” between MRP, Placer (PNG) Limited,
Placer Niugini Limited, Highlands Gold Properties Pty Limited, Goldfields 


 


6

















 


Porgera Limited, the Independent State of Papua New Guinea and the
nominee of the Independent State of Papua New Guinea dated 13
September 1996; and


 


(c)                                  the
document titled “Placer Substitution Deed” between OML, Placer (PNG) Limited,
Placer Niugini Limited, Highlands Gold Properties Pty Limited, Goldfields
Porgera Limited, the Independent State of Papua New Guinea and the nominee of
the Independent State of Papua New Guinea dated 13 September 1996.


 


“Porgera Joint Venture” means the joint
venture for the development and operation of a mine in the area covered by
Porgera Special Mining Lease No. 1, established under the Joint Venture
Agreement.


 


“Post Effective Date Completion Adjustment”
has the meaning given to that term in clause 5.6 and item 23 of
Schedule 2.


 


“Post Effective Date Completion Adjustment Reconciliation
Amount” has the meaning given to that term in item 22 of
Schedule 2.


 


“Power” means any right, power, authority,
discretion or remedy conferred on a party by this Deed or any applicable law.


 


“Proceedings” means any action, proceeding,
litigation, mediation or any other form of litigation or dispute resolution
process against one or more of the parties to this Deed arising from or
relating to a failure to obtain the agreement of Placer in accordance with
clause 8(b) of the Placer Substitution Deed.


 


“Registrar” means the Registrar of
Companies under the Companies Act.


 


“Revenue” has the meaning given to that
term in item 24 of Schedule 2.


 


“Revenues Bank Account” means the bank
account referred to in clause 6.9(d).


 


“Scrip Adjustment Amount” has the meaning
given to that term in items 7 and 14 of Schedule 2.


 


“Scrip Cancellation Amount” has the meaning
given to that term in item 11 of Schedule 2.


 


“Scrip Completion Component” has the
meaning given to that term in item 10 of Schedule 2.


 


“Shares” means the shares in the Companies
as described in Schedule 1.


 


“Stamp Duty” means any stamp, transaction
or registration duty or similar charge imposed by any Government Agency and
includes (without limitation) any interest, fine, penalty, charge or other
amount imposed in respect of the above.


 


“Stamp Duty Top Up” has the meaning given
to that term in item 28 of Schedule 2.


 


7

















 


“Tax” means a tax, levy, rate, duty, fee,
royalty, charge, surcharge, deduction or withholding, however it is described,
that is imposed by law or by a Government Agency, together with any related interest,
penalty, fine or other charge.


 


“US GAAP” means generally accepted
accounting principles in the United States.


 


“Warranties” means the representations and
warranties of OML referred to in clause 11 and set out in Schedule 4 to
this Deed and for the avoidance of any doubt does not include OSL’s warranties
and representations set out in clause 13 nor does it include Dome’s, DRD’s and
DRD (IoM)’s warranties and representations set out in clause 15.


 


“Year-End Accounts” means an audited
balance sheet for each of the Companies as at the Balance Date and a profit and
loss statement and statement of cash flows for each of the Companies for the
year ending on the Balance Date, together with the notes to those accounts.


 


1.2                                 Rules
for Interpreting this Deed


 


Headings are for
convenience only, and do not affect interpretation.  The following rules also apply in interpreting this Deed, except
where the context makes it clear that a rule is not intended to apply.


 


(a)                                  A
reference to:


 


(i)                                     legislation
(including subordinate legislation) is to that legislation as amended,
re-enacted or replaced, and includes any subordinate legislation issued under
it;


 


(ii)                                  a
document or agreement, or a provision of a document or agreement, is to that
document, agreement or provision as amended, supplemented, replaced or novated;


 


(iii)                               a party to this document
or to any other document or agreement includes a permitted substitute or a
permitted assign of that party;


 


(iv)                              a
person includes any type of entity or body of persons, whether or not it is
incorporated or has a separate legal identity, and any executor, administrator
or successor in law of the person; and


 


(v)                                 anything
(including a right, obligation or concept) includes each part of it.


 


(b)                                 A
singular word includes the plural, and vice versa.


 


(c)                                  A
word which suggests one gender includes the other genders.


 


(d)                                 If
a word is defined, another part of speech has a corresponding meaning.


 


8

















 


(e)                                  If
an example is given of anything (including a right, obligation or concept),
such as by saying it includes something else, the example does not limit the
scope of that thing.


 


(f)                                    The
word “agreement”
includes an undertaking or other binding arrangement or understanding, whether
or not in writing.


 


(g)                                 The
words “subsidiary”
and “related
corporation” have the same meanings as in the Companies Act.


 


(h)                                 A
reference to “dollars” or “$” is to an amount in US currency.


 


(i)                                     A
reference to “Kina” or “K” is a reference to the lawful currency of
Papua New Guinea.


 


(j)                                     A
reference to “Australian dollars” or “A$” is a reference to the lawful currency
of the Commonwealth of Australia.


 


1.3                                 Business
Days


 


If the day on or by which
a person must do something under this Deed is not a Business Day:


 


(a)                                  if
the act involves a payment that is due on demand, the person must do it on or
by the next Business Day; and


 


(b)                                 in
any other case, the person must do it on or by the previous Business Day.


 


1.4                                 Multiple
Parties


 


If a party to this Deed
is made up of more than one person, or a term is used in this Deed to refer to
more than one party:


 


(a)                                  an
obligation of those persons is joint and several;


 


(b)                                 a
right of those persons is held by each of them severally; and


 


(c)                                  any
other reference to that party or term is a reference to each of those persons
separately, so that (for example) a representation, warranty or undertaking is
given by each of them separately.


 


2.                                       AGREEMENT
TO AMALGAMATE


 


2.1                                 Amalgamation


 


Subject to clause 3, OMP,
MRP and Dome agree to implement the Amalgamation in accordance with this Deed.


 


9

















 


2.2                                 Property,
Title and Risk


 


(a)                                  Until
Completion, property in, title to and risk of the Shares and the Loan remain
solely with OML.


 


(b)                                 Until
Completion, property in, title to and risk of the shares in Dome remain solely
with DRD (through its wholly-owned subsidiary Dome Resources.


 


(c)                                  As
between the parties, on and from Completion, property in, title to and risk of:


 


(i)                                     the
underlying assets and undertakings previously represented in the Shares will
accrue to the Amalgamated Company;


 


(ii)                                  the
shares in the Amalgamated Company will accrue to DRD (IoM); and


 


(iii)                               the Loan will accrue to
DRD (IoM),


 


as if the Amalgamation
had had effect from the Effective Date.


 


3.                                       CONDITIONS
PRECEDENT


 


3.1                                 Conditions
Precedent


 


The Amalgamation and
Completion shall not occur unless, on or before the End Date, each of the
following conditions is fulfilled (or waived under clause 3.3):


 


(a)                                  approval
by the Central Bank (if required) to:


 


(i)                                     the
assignment of the Loan from OML to DRD (IoM) or any other entity nominated by
DRD;


 


(ii)                                  the
terms of the Loan to subsist after the assignment as set out in the Loan
Assignment Agreement; and


 


(iii)                               the provision of further
debt funding by DRD (IoM) necessary to enable Dome to fund the OMP Cancellation
Amount and the MRP Cancellation Amount up to a total debt to equity ratio of
3:1,


 


unconditionally or on
conditions reasonably acceptable to both DRD (IoM) and OML;


 


(b)                                 approval
by the Central Bank (if required) to OML holding DRD Shares unconditionally or
on conditions reasonably acceptable to both Dome and OML;


 


(c)                                  approval
by the Central Bank (if required) to the recapitalisation of Dome by DRD (IoM)
by way of equity and/or debt funding, unconditionally or on conditions
reasonably acceptable to both DRD (IoM);


 


10

















 


(d)                                 approval
in principle by the Investment Promotion Authority of Papua New Guinea to the
re-certification of the Companies under the Investment Promotion Act in
relation to the transactions contemplated by this Deed, unconditionally or on
conditions reasonably acceptable to both Dome and OML;


 


(e)                                  each
of the Warranties in paragraphs 18, 19, 23 — 29, 34, 35 and 53 of
Schedule 4 being true and complete and not misleading or deceptive as at
Completion provided that in respect of the Warranty in paragraph 53 of
Schedule 4, the amount of the claim for breach would reasonably be
expected to exceed $20,000,000;


 


(f)                                    all
other approvals of Government Agencies that are necessary to implement the
transactions contemplated by this Deed and for each of the relevant parties to
perform its obligations under this Deed (including, but not limited to, the
approval of the South African Reserve Bank) are obtained, unconditionally or on
conditions reasonably acceptable to Dome, DRD (IoM) and OML;


 


(g)                                 the
share register of MRP and the public records at the office of the Registrar
properly record that all of the issued shares in that Company are held by OML;


 


(h)                                 the
steps comprising the Amalgamation process set out in paragraphs 1 to 4 of the
Amalgamation Procedures have been undertaken by the persons having the
responsibility to complete the matters set out in those Amalgamation Procedures.


 


3.2                                 Effect
of Non-Fulfilment


 


(a)                                  If
a Condition Precedent set out in clause 3.1 is not fulfilled (or waived under
clause 3.3), or Completion has not occurred, on or before the End Date, then
this Deed other than clauses 1 Interpretation, 16 OSL Guarantee and Indemnity,
17 DRD Guarantee and Indemnity, 18 Placer Indemnity, 19 Confidentiality and
Public Announcements and 25.2 Liability for Expenses automatically terminates
on the End Date.


 


(b)                                 Upon
termination, this Deed (except for clauses 1, 16, 17, 18, 19 and 25.2) is of no
further effect.


 


(c)                                  The
termination of this Deed does not affect any right of any party in respect of
this Deed which has arisen before termination.


 


3.3                                 Fulfilment
by Waiver


 


A Condition Precedent
referred to in clause 3.1 is waived if:


 


(a)                                  in
relation to the Conditions Precedent in clauses 3.1(a), 3.1(c), 3.1(d), 3.1(e),
3.1(f) and 3.1(g), Dome gives written notice of waiver of the condition to the
other parties; and


 


(b)                                 in
relation to the Conditions Precedent in clause 3.1(b) and 3.1(h), the parties
agree in writing to waive the Condition Precedent.


 


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3.4                                 Obligation
to Satisfy Conditions


 


(a)                                  OML,
Dome and DRD (IoM) must each use their best endeavours to ensure that each
Condition Precedent is fulfilled on or before the End Date.


 


(b)                                 The
parties must keep each other informed of any circumstances which may result in
a Condition Precedent not being fulfilled on or before the End Date.


 


3.5                                 Extent
of Obligation to Fulfil Conditions


 


The obligation imposed on
a party by clause 3.4 does not require the party to waive any Condition
Precedent under clause 3.3.


 


3.6                                 Notice
of Satisfaction of Conditions


 


Each party will, as soon
as possible:


 


(a)                                  after
becoming aware of satisfaction or waiver of any of the Conditions Precedent in
clause 3.1, give notice of that satisfaction to the other parties; and


 


(b)                                 after
becoming aware that a Condition Precedent is not capable of being satisfied in
accordance with clause 3.1, give notice of that fact to the other parties.


 


4.                                       THE
LOAN BALANCE, AMALGAMATION AND CANCELLATION COMPENSATION


 


4.1                                 Funding
for the Amalgamated Company


 


The Amalgamated Company
will be funded by or on behalf of DRD (IoM) for an amount which is not less
than the Cancellation Compensation either by way of equity or debt or a
combination of both as determined by DRD (IoM), with funds (or right to them)
held for and on behalf of the Amalgamated Company by Dome pending the
Amalgamation becoming effective.


 


4.2                                 Loan
Balance


 


OML will assign the Loan
(if any) to DRD (IoM) or any other entity nominated by DRD  free of Encumbrances and any other third
party rights in consideration of the payment of the Loan Balance by DRD (IoM)
in accordance with the Loan Assignment Agreement.


 


4.3                                 Effect
of Amalgamation


 


(a)                                  The
Amalgamation will be given effect to by the following transactions and
arrangements in the order specified below:


 


(i)                                     shares
in the Amalgamated Company will be issued to DRD (IoM) in consideration for the
provision of equity funding under clause 4.1;


 


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(ii)                                  the
issued shares in Dome owned by Dome Resources will not be converted into shares
in the Amalgamated Company;


 


(iii)                               the issued share capital
of MRP will not be converted into shares in the Amalgamated Company;


 


(iv)                              the
issued share capital of OMP will not be converted into shares in the
Amalgamated Company;


 


(v)                                 subject
to clause 4.4 below, the Amalgamated Company will:


 


(A)                              pay
the sum of $1.00 to Dome Resources as compensation for not converting the
shares in Dome owned by Dome Resources into shares in the Amalgamated Company;


 


(B)                                pay
the MRP Cancellation Amount to OML as compensation for not converting the
Shares owned by OML in MRP into shares in the Amalgamated Company; and


 


(C)                                pay
the OMP Cancellation Amount to OML as compensation for not converting the
Shares owned by OML in OMP into shares in the Amalgamated Company.


 


(b)                                 Where
between OMP and MRP, one of those Companies has a right or entitlement against
the other, or one of those Companies has an obligation or duty to the other, on
and from the Amalgamation the rights and obligations of OMP and MRP to each
other will merge and be extinguished as at the date that the Amalgamation takes
effect.


 


4.4                                 Entitlement
to Cancellation Compensation


 


The right to compensation
under this clause 4 does not accrue to a person who was a shareholder and did
not have their Shares converted into shares in the Amalgamated Company unless
and until:


 


(a)                                  the
share certificates held by that person are delivered up in accordance with
clause 8.3(b);


 


(b)                                 the
fact of such shares not converting into shares in the Amalgamated Company and
the cancellation of those shares has been entered into the register of OMP and
MRP (as the case may be); and


 


(c)                                  all
of the rights and obligations attaching to such Shares, and property in the
Shares, has been extinguished such that the person is no longer a shareholder
at law and the person has acknowledged in writing that he is not a shareholder
of OMP or MRP (as the case may be).


 


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4.5                                 Best
endeavours to implement the Amalgamation


 


Each party to this Deed
must use its best endeavours to implement and give effect to the Amalgamation.


 


4.6                                 Deposit


 


(a)                                  Within
5 Business Days after the date of this Deed, DRD (IoM) must pay the Deposit
into the Deposit Account in cash as an assurance of Dome’s ability to complete
the reconstruction by way of Amalgamation.


 


(b)                                 The
Deposit is to be held and accounted for in accordance with the terms set out
under this clause 4.6.


 


(c)                                  DRD
(IoM) and OML must instruct the Deposit Holder to:


 


(i)                                     invest
the Deposit in an interest bearing account with the ANZ Bank;


 


(ii)                                  if
Completion has not occurred, or is not expected to occur, by the last date for
payment of the Stamp Duty assessed on this Deed, upon the written direction of
DRD (IoM) accompanied by a copy of the assessment, attend to payment to the
Collector of Stamp Duty of Papua New Guinea of any such Stamp Duty on the due
date for payment as a deduction from the Deposit;


 


(iii)                               withdraw the Deposit and
accrued interest and pay it to the person entitled to it under this clause 4.6
upon being satisfied that the requirements for payment have been satisfied; and


 


(iv)                              hold
the Deposit subject to such other terms and conditions as are agreed to in
writing by DRD (IoM) and OML.


 


(d)                                 If
Completion occurs:


 


(i)                                     the
Deposit must be paid to OML as part payment of the Completion Cash Component
required to be paid by the Amalgamated Company to OML; and


 


(ii)                                  the
interest that has accrued on the Deposit is payable to DRD (IoM).


 


(e)                                  If
any Condition Precedent is not satisfied or is not capable of being satisfied
because of a material breach of this Deed by Dome or DRD (IoM) and the
Condition Precedent to which the material breach relates has not been waived
under clause 3.3, the Deposit, together with any interest accrued thereon,
vests in and is to be paid to OML on the day after the End Date.


 


(f)                                    If
any Condition Precedent is not satisfied or is not capable of being satisfied
other than by reason of a material breach of this Deed by Dome or DRD (IoM) and
has not been waived under clause 3.3, the Deposit, together with any interest
accrued thereon, vests 


 


14

















 


in DRD on the date on which any notice has been given under clause
3.6(b) or failing such notice, on the day after the End Date.


 


4.7                                 Escrow
Cash


 


(a)                                  Within
5 Business Days after the date of this Deed, DRD (IoM) must pay the Escrow Cash
into the Escrow Account as an assurance of DRD (IoM)’s ability to fund the
Completion Cash Component. Within 2 Business Days of depositing the Escrow Cash
into the Escrow Account, DRD (IoM) must notify OML of this fact.


 


(b)                                 The
Escrow Cash is to be held on trust for DRD (IoM) absolutely and otherwise
accounted for in accordance with the terms set out under this clause 4.7.


 


(c)                                  DRD
(IoM) must instruct the relevant bank to:


 


(i)                                     subject
to clause 4.7(d) below, hold the Escrow Cash in escrow for a period of 3 months
from the date of this Deed and only release the Escrow Cash from escrow before
the expiry of this escrow period upon the bank receiving written notification
from DRD (IoM) authorising the bank to pay any or all of those moneys to or as
directed by DRD (IoM) for the purposes of enabling DRD (IoM) to perform its
obligations under clause 4.1 and under the Loan Assignment Agreement;


 


(ii)                                  after
the expiry of the relevant escrow period, pay the Escrow Cash to DRD (IoM) or
at the direction of DRD (IoM) on receipt of written instructions from DRD
(IoM); and


 


(iii)                               hold or deal with any
interest that accrues on the Escrow Cash as directed by DRD (IoM) from time to
time.


 


(d)                                 If
Placer commences, or threatens to commence, any Proceedings, then the period
referred to in clause 4.7(c)(i) above will be reduced to 2 months from the date
of this Deed.


 


5.                                       CANCELLATION
COMPENSATION AND CALCULATIONS


 


5.1                                 Cancellation
Compensation


 


(a)                                  The
“Cancellation
Compensation” is the total compensation paid for not converting the
Shares in the Companies into shares in the Amalgamated Company after all
adjustments have been made and is determined in accordance with the calculation
methodology in item 30 of Schedule 2.


 


(b)                                 Within
10 Business Days after the later of the date that the Post Effective Date
Completion Adjustment Reconciliation Amount has been calculated and agreed by
the parties and the date that the amount of Stamp Duty payable on this Deed
(and the transactions contemplated by it) has been finally determined, DRD (IoM)
will notify all parties of the actual Cancellation Compensation, the OMP
Cancellation Amount, the MRP Cancellation Amount and how each amount was
calculated.


 


15

















 


5.2                                 OMP
Cancellation Amount


 


The OMP Cancellation
Amount will be determined in accordance with the calculation methodology
contained in item 31 of Schedule 2.


 


5.3                                 MRP
Cancellation Amount


 


The MRP Cancellation
Amount will be determined in accordance with the calculation methodology
contained in item 32 of Schedule 2.


 


5.4                                 Loan
Balance


 


The Loan Balance payable
under the Loan Assignment Agreement is the total consideration payable for the
Loan after all adjustments and is determined in accordance with the calculation
methodology contained in item 33 of Schedule 2.


 


5.5                                 Agreed
Dividend


 


(a)                                  Between
the Effective Date and the Amalgamation becoming effective, the Companies may
not declare or pay a dividend to their shareholders or agree to do so other
than for such amounts as are agreed to in writing by DRD (IoM) and OML (Agreed
Dividend).





 


(b)                                 OML
is responsible for any Taxes (including, without limitation, withholding tax)
payable by OMP or MRP in relation to any such dividends and agrees to indemnify
OMP and MRP against such Taxes.


 


(c)                                  If
an Agreed Dividend is agreed under clause 5.5(a), then:


 


(i)                                     the
Completion Value will be determined in accordance with the calculation
methodology in item 17 of Schedule 2 (being the Post Dividend Adjustment Completion
Value); and


 


(ii)                                  if
the moneys comprising the Agreed Dividend have been received by OML (or any
entity controlled by OSL other than OMP and MRP) before Completion, the
Completion Cash Component will be determined in accordance with the calculation
methodology in item 18 of Schedule 2 (being the Post Dividend Adjustment Cash Completion
Component).


 


5.6                                 Post
Effective Date Completion Adjustment


 


(a)                                  The
Post Effective Date Completion Adjustment will be determined in accordance with
the calculation methodology contained in item 23 of Schedule 2 and this clause
5.6.


 


16

















 


(b)                                 For
the purpose of calculating the Post Effective Date Completion Adjustment where
Revenues, Cash Calls, or Other Expenses are paid or received in a currency
other than dollars, they must be converted to dollars as follows:


 


(i)                                     Kina
denominated payments or receipts:


 


(A)                              at
the mid point of the Inward Telegraphic Transfer buying and Spot selling rates
for dollars as published on the daily Westpac Banking Corporation Foreign
Exchange Centre Rate Sheet as applicable for Kina transactions under K15,000,
or in the event that this rate is unavailable;


 


(B)                                at
the mid point of the daily closing dollar / Kina exchange rate as quoted on
Bloomberg under the ticker symbol “PKUS”, or in the event that this rate is
unavailable;


 


(C)                                the
rate calculated in accordance with 5.6(b)(i)(A) above but using the rates as
published on the next available date,


 


(ii)                                  Australian
dollar denominated payments or receipts:


 


(A)                              at
the mid point of the Telegraphic Transfer buying and Telegraphic Transfer or
Drafts selling rates for dollars as published on the Westpac Banking
Corporation Foreign Exchange Centre Rate Sheet as applicable for transactions
up to A$25,000, or in the event that this rate is unavailable;


 


(B)                                at
the mid point of the daily closing dollar / Australian dollar exchange rate as
quoted on Bloomberg under the ticker symbol “AUDUSD”, or in the event that this
rate is unavailable;


 


(C)                                the
rate calculated in accordance with 5.6(b)(ii)(A) above but using the rates as
published on the next available date.


 


The relevant date for
conversion to dollars is the date funds are paid under the relevant Cash Call
or Other Expense or, in the case of Receipts, on the date of receipt.


 


17

















 


6.                                       PRE
COMPLETION OBLIGATIONS


 


6.1                                 Post
Signing Directors’ Meetings


 


As soon as practicable
after the date of this Deed, OML must procure that a duly convened meeting of
the directors of each of the Companies is held at which it is resolved in
accordance with paragraph 1 of the Amalgamation Procedures, that subject to all
of the Conditions Precedent being satisfied (or waived under clause 3.3), the
Amalgamation is in the best interests of the company and that the directors are
satisfied that upon the Amalgamation taking effect in accordance with this
Deed, the Amalgamated Company will be solvent.


 


6.2                                 Obligation
to indemnify OMP and MRP directors


 


As soon as reasonably
practical (but in any event, prior to the board meetings of each of the
Companies to be held in accordance with clause 6.1 above), DRD must provide an
indemnity, in the form set out in Annexure C, in favour of each director of OMP
and MRP in relation to their certification of solvency under
section 234(2) of the Companies Act.


 


6.3                                 OML
to maintain status quo of each of the Companies pending Completion


 


Between the Effective
Date and the Completion Date, except as expressly required by this Deed, or
otherwise with the prior written consent of Dome (such consent not to be unreasonably
withheld), OML is to ensure that the business of the Companies is carried on in
the ordinary course of ordinary business as at the date of this Deed and,
without limitation to the foregoing, that neither of the Companies:


 


(a)                                  enter
into or give effect to any amalgamation proposal, merge or consolidate with any
other corporation or acquire any of the shares or the business or assets of any
other person, firm, association, corporation or business organisation, or agree
to do any of those things;


 


(b)                                 alter
its constitution;


 


(c)                                  issue
or allot any shares or any securities or loan capital convertible into shares,
or purchase, redeem, retire or acquire any such shares or securities, or agree
to do so, or sell or give any option, right to purchase, mortgage, charge,
pledge, lien or other form of security or Encumbrance over any such shares or
securities;


 


(d)                                 enter
into a material capital commitment or declares itself trustee of or create any
Encumbrance over any assets or dispose of or deal with any assets other than in
the ordinary course of ordinary business and for full market value;


 


(e)                                  makes
any unusual or extraordinary expenditures;


 


(f)                                    enter
into or terminate any Contract or commitment or engage in any activity or
transaction not in the ordinary course of ordinary business;


 


18

















 


(g)                                 enter
into any material transaction with OSL or any entity controlled by OSL;


 


(h)                                 employ
any employee or engage any agent, representative or consultant or vary the
terms of any such engagement or pay any management fee or similar amount;


 


(i)                                     distribute
(by way of dividend, buyback or otherwise) or return any capital to its
members;


 


(j)                                     make
any loan or distribution or payment, whether by way of cash or in kind and
whether by way of dividend or otherwise, to any shareholder, any related
corporation of OSL or any other person;


 


(k)                                  commits
an offence under the Companies Act;


 


(l)                                     passes
a resolution under any of sections 57 or 63 of the Companies Act;


 


(m)                               enters
or purports to enter into a major transaction under the Companies Act; or


 


(n)                                 sell
or agree to sell any gold other than on a “spot” basis, (that is, no forward
sales).


 


6.4                                 OML
to maintain status quo of the Companies’ interest in the Porgera Joint Venture


 


Except as expressly
required by this Deed or with the prior written consent of Dome  (such consent not to be unreasonably
withheld), OML must ensure:


 


(a)                                  that
between the Effective Date and the Completion Date, the Companies use their
best endeavours to maintain the status quo in the Porgera Joint Venture as at
the date of this Deed including, without limitation, ensuring:


 


(i)                                     the
Porgera Joint Venture is carried on in the ordinary course of ordinary business
and consistent with the “Life of Mine” Summary Strategic Business Plan 2003 for
the Porgera Joint Venture contained in the Data Room (Strategic Business Plan);


 


(ii)                                  each
of the Companies maintain their combined 20% interest in the Porgera Joint
Venture;


 


(iii)                               each of the Companies
complies with its obligations under the Porgera Joint Venture (including,
without limitation, paying all Cash Calls, sole costs and any other expenditure
payable by either of them in relation to the Porgera Joint Venture on or before
their due date for payment) and does not commit a default under the Joint
Venture Agreement (as amended) and related documents and if a default occurs,
immediately remedy such default;


 


(iv)                              neither
of the Companies approve any material changes to the Strategic Business Plan
after the date of this Deed;


 


19

















 


(v)                                 the
representatives of OMP and MRP on the Porgera Joint Venture management
committee  are directed to vote against
any resolution which requires unanimous approval of such management committee
members except when the resolution is consistent with the obligations of OML
under paragraphs (i) to (iv) above;


 


(b)                                 that
from the date of this Deed until Completion, Dome and its representatives are
given reasonable notice of any matter being, or to be, considered by the
management committee of the Porgera Joint Venture and the Companies consult
with Dome prior to voting on all such matters;


 


(c)                                  that
from the date of this Deed until Completion, neither of the Companies enter
into a material capital commitment in relation to the Porgera Joint Venture
except as necessary to comply with clause 6.4(a) provided that Dome has been
given prior written notice;


 


(d)                                 that
from the date of this Deed until Completion, neither of the Companies agrees to
any amendment to the terms of the Joint Venture Agreement except in accordance
with clause 6.4(a)(v); and


 


(e)                                  that
from the date of this Deed until Completion, that neither of the Companies
declares itself trustee of or create any Encumbrance over, disposes of or
otherwise deals with its interest in the Porgera Joint Venture.


 


6.5                                 Actions
taken at the direction of Dome


 


Between the date of this
Deed and Completion, OML must procure the Companies to take all actions in
their capacity as the holders of a combined 20% interest in the Porgera Joint
Venture as Dome may, from time to time direct, provided always that Dome first
provides an indemnity in a form reasonably acceptable to OML from all liability
arising in relation to the implementation of such action.


 


6.6                                 Treatment
of Inter-company Indebtedness


 


(a)                                  OML
must ensure that on Completion there is no Inter-Company Indebtedness other
than:


 


(i)                                     the
Loan; and


 


(ii)                                  the
MRP/OMP Debt.


 


(b)                                 In
dealing with the Inter-Company Indebtedness after the Effective Date, OML must
ensure that:


 


(i)                                     any
Inter-Company Indebtedness to be repaid is repaid by payment of the full face
value of the debt, without discount;


 


(ii)                                  the
Companies do not forgive any Inter-Company Indebtedness; and


 


20

















 


(iii)                               no dividends are to be
declared or paid to satisfy or restructure the Inter-Company Indebtedness
without the prior written consent of DRD (IoM).


 


(c)                                  OML
hereby indemnifies Dome, DRD (IoM) and the Companies from all liabilities,
losses and expenses (including, without limitation, legal costs on a solicitor
and own client basis) arising from or relating to:


 


(i)                                     any
failure to obtain any consents and approvals required in relation to the
establishment or dealings with any Inter-Company Indebtedness, or the repayment
or assignment of any Inter-Company Indebtedness in accordance with clause
6.6(a) or (b);


 


(ii)                                  the
conversion of any Inter-Company Indebtedness into other currencies; and


 


(iii)                               the extinguishment of
the MRP/OMP Debt on the Amalgamation becoming effective.


 


6.7                                 Access
for Dome


 


(a)                                  Until
Completion, OML must allow Dome or its representative(s) reasonable access to
the Companies and to their books and records to enable Dome to:


 


(i)                                     become
familiar with the business, financial and trading position, assets, liabilities
and prospects of the Companies;


 


(ii)                                  investigate
the accuracy of the Warranties; and


 


(iii)                               such other purposes
consented to by OML (such consent not to be unreasonably withheld).


 


(b)                                 For
the purposes of clause 6.7(a), Dome may:


 


(i)                                     at
its expense, make copies of any information examined;


 


(ii)                                  consult
with OSL’s Chief Executive Officer, Chief Financial Officer, General Counsel,
Group Secretary and General Manager Commercial, with Neil Cole of NH Cole &
Associates and with any other person who is, from time to time:


 


(A)                              OMP’s
or MRP’s representative on the Porgera Joint Venture management committee; and


 


(B)                                responsible
for the accounts of OMP and/or MRP; and


 


(iii)                               with the prior written
consent of OML (such consent not to be unreasonably withheld), consult with
such other OSL employees, or employees of entities controlled by OSL, as Dome
may reasonably request.


 


(c)                                  Until
Completion, OML must:


 


21

















 


(i)                                     subject
to any applicable obligations of confidentiality imposed by the Joint Venture
Agreement, ensure that Dome is kept informed on an on-going basis, and
consulted, concerning all developments affecting the Porgera Joint Venture; and


 


(ii)                                  subject
to the agreement of the manager of the Porgera Joint Venture, use its
reasonable endeavours to ensure that Dome and its representatives have the
opportunity to visit the Porgera gold mine, at Dome’s expense, as and when Dome
reasonably wishes to do so,


 


provided always that if
Completion has not occurred on or before 20 November 2003, OML must, if
reasonably requested by Dome to do so after that date at any time and from time
to time, appoint up to three nominees of Dome as some of OMP’s and MRP’s duly
authorised representatives under the Porgera Joint Venture for the purpose of
obtaining access to information regarding the Porgera Joint Venture under
clause 8(a) of the Joint Venture Agreement provided always that notwithstanding
anything to the contrary in clause 8(a) of the Joint Venture Agreement:


 


(iii)                               Dome’s nominees will
carry out any such inspection of the books and records, and other information,
of the Porgera Joint Venture under clause 8(a) of the Joint Venture Agreement
at Dome’s expense;


 


(iv)                              Dome’s
nominees will not have the right to audit the books and records, and other
information, of the Porgera Joint Venture; and


 


(v)                                 Dome’s
nominees will not unreasonably interfere with the normal business requirements
of the manager of the Porgera Joint Venture.


 


(d)                                 Dome
must, until Completion, keep confidential any information obtained by Dome by
reason of action taken under this clause 6.7.


 


(e)                                  Dome
must ensure that any access under this clause 6.7 is carried out in a manner to
avoid unreasonable disruption to the Companies and the Porgera Joint Venture,
its operations and employees.


 


6.8                                 Lodgement
of documents for the Amalgamation with the Registrar before Completion


 


(a)                                  In
accordance with the Amalgamation Procedures, Dome must complete, and OML must
procure that each of the Companies completes, all corporate action required in
paragraphs 1 to 4 of the Amalgamation Procedures as soon as possible after
signing this Deed, subject to Completion taking place.


 


(b)                                 On
the next Business Day following notice of fulfilment of the Conditions Precedent,
OML must procure that the Companies deliver to Dome at its registered office
and Dome must also produce at its registered office:


 


(i)                                     a
copy of the Amalgamation proposal;


 


22

















 


(ii)                                  a
copy of the resolution of the directors of the relevant Company approving the
Amalgamation;


 


(iii)                               a certified copy of a
resolution of shareholders of the relevant Company approving the Amalgamation;


 


(iv)                              copies
of the respective certificates of directors of the relevant Company issued
under section 234 and 236 of the Companies Act;


 


(v)                                 a
statement of the material interests of each of the directors of the relevant
Company;


 


(vi)                              a
statement of shareholders rights under section 91 of the Companies Act to
have their shares bought back; and


 


(vii)                           all statutory forms required
under the Companies Regulations to register the Amalgamation proposal.


 


(c)                                  Upon
receipt of all of the documents required under clause 6.8(b), Dome will cause
such documents to be lodged with the Registrar with a request, subject to
Completion taking place, to issue the amalgamation certificate on and with
effect from the Completion Date.


 


6.9                                 Revenues
received between the Effective Date and Completion


 


(a)                                  OML
may receive on behalf of the Companies, by way of repayment of the Loan at face
value, the net proceeds from the sale of gold and silver (being the Revenues
less the aggregate of Cash Calls and Other Expenses) from 1 July 2003
until the earlier of:


 


(i)                                     the
date the Post Effective Date Completion Adjustment equals the Initial Loan
Balance; and


 


(ii)                                  Completion.


 


(b)                                 After
OML is no longer entitled to receive such net proceeds in accordance with
clause 6.9(a), the net proceeds must be paid into the Revenues Bank Account
(without deduction or set-off) and held in dollars.


 


(c)                                  Other
than for the payment of Cash Calls and Other Expenses, the moneys held in the
Revenues Bank Account may not be withdrawn or otherwise dealt with until after
the earlier of:


 


(i)                                     Completion;
and


 


(ii)                                  termination
of this Deed,


 


without the prior written
consent of DRD (IoM).


 


23

















 


(d)                                 OML
must ensure that all necessary approvals are obtained to open a bank account,
and a bank account is established (the Revenues Bank Account), prior to the time
any moneys are required to be deposited into it in accordance with this clause
6.9.


 


(e)                                  The
Revenues Bank Account must be an interest bearing account in the name of OMP
with the ANZ Bank or such other place agreed to by DRD (IoM).


 


(f)                                    At
Completion, OML must revoke all authorities and mandates in favour of OML and
its employees in relation to the Revenues Bank Account with effect from
Completion.


 


(g)                                 For
the avoidance of doubt, the balance of the Revenues Bank Account must be at
least equal to the amount that the Post Effective Date Completion Adjustment
exceeds the Initial Loan Balance.


 


7.                                       CALCULATION
OF THE COMPLETION CASH COMPONENT AND COMPLETION ADJUSTMENTS


 


7.1                                 Calculation
of Completion Cash Component


 


(a)                                  The
Completion Cash Component will be determined in accordance with the calculation
methodology contained in item 9 of Schedule 2.


 


(b)                                 To
enable the Completion Cash Component to be determined, the parties agree to act
in good faith in determining the following adjustments and amounts (“Completion
Adjustments”):


 


(i)                                     the
Scrip Adjustment Amount (if any);


 


(ii)                                  the
Scrip Cancellation Amount (if any);


 


(iii)                               the Estimated Post
Effective Date Completion Adjustment; and


 


(iv)                              the
Agreed Dividend (if any).


 


7.2                                 Scrip
Adjustment Amount


 


(a)                                  No
later than one Business Day prior to Completion, DRD (IoM) may by notice to OML
elect to replace any or all of the DRD Shares comprising the Base Scrip
Consideration with cash.


 


(b)                                 If
DRD (IoM) elects to replace any or all of the Base Scrip Consideration with
cash under clause 7.2(a), the amount payable to OML as the Completion Value
will be reduced by the Scrip Adjustment Amount determined in accordance with
the calculation methodology contained in items 7 and 14 of Schedule 2.


 


24

















 


(c)                                  If
DRD (IoM) elects to replace any or all of the Base Scrip Consideration with
cash under clause 7.2(a), the value of the Scrip Cancellation Amount  will be determined in accordance with the
calculation methodology contained in item 11 of Schedule 2.


 


7.3                                 Estimated
Post Effective Date Completion Adjustment


 


(a)                                  The
parties acknowledge that it may not be possible to finally determine the Post
Effective Date Completion Adjustment until after Completion.  Accordingly, the parties agree to proceed to
Completion based on the Estimated Post Effective Date Completion Adjustment
determined in accordance with the calculation methodology contained in item 6
of Schedule 2, clause 5.6  and this
clause 7.3.


 


(b)                                 No
later than two Business Days following notice of fulfilment of the Conditions
Precedent, OML must provide to DRD (IoM):


 


(i)                                     a
written statement showing OML’s calculation of the Estimated Post Effective
Date Completion Adjustment for the period between the Effective Date and the
Completion Date including an itemised statement of the transactions which make
up each of “R”, “ACC” and “OE” in the calculation of the Estimated Post
Effective Date Completion Adjustment;


 


(ii)                                  if
requested by DRD (IoM), a copy of the relevant ledgers for each of OMP and MRP
showing all transactions and items which have been taken into account in
determining the Estimated Post Effective Date Completion Adjustment, together
with a written explanation of all such items and copies of all invoices, receipts,
notices or other documents evidencing such amounts;


 


(iii)                               evidence (in a form
reasonably acceptable to Dome) of the payment by OML on behalf of the Companies
of any Cash Calls or Other Expenses in respect of the Porgera Joint Venture
between the Effective Date and the Completion Date;


 


(iv)                              such
other information as is reasonably requested by DRD (IoM) to enable it to check
the calculation of the Estimated Post Effective Date Completion Adjustment and
to verify the information on which it is based.


 


(c)                                  If
DRD (IoM) accepts the Estimated Post Effective Date Completion Adjustment shown
in the notice from OML or does not object to the calculation within 2 Business
Days after receiving the last of the information and documents to be provided
by OML under clause 7.3(b) above, the Estimated Post Effective Date Completion
Adjustment will be the amount specified in the written statement from OML given
under paragraph clause 7.3(b)(i) above.


 


(d)                                 If
DRD (IoM) objects to the Estimated Post Effective Date Completion Adjustment
shown in the notice from OML, the Estimated Post Effective Date Completion
Adjustment will be the amount agreed in writing by DRD (IoM) and OML or failing
agreement the amount determined under the dispute resolution procedure in
clause 21.


 


25

















 


7.4                                 Agreed
Dividend


 


For the purposes of the
calculation of the Completion Cash Component, the Agreed Dividend is the amount
of any Agreed Dividend payable to OML under clause 5.5.


 


8.                                       COMPLETION


 


8.1                                 Completion
Date


 


The Completion Date will
be the later of:


 


(a)                                  the
day after the date that the one month notification period under
section 234(4) of the Companies Act elapses;


 


(b)                                 five
Business Days after the satisfaction or waiver of the last of the Conditions
Precedent, or such other date as may be agreed in writing by the parties; and


 


(c)                                  two
Business Days after the date the Completion Adjustments under clause 7.1(b) are
finally determined,


 


or such other date agreed
to in writing by OML and DRD (IoM).


 


8.2                                 Time
and Place of Completion


 


Subject to clause 3,
Completion is to take place at 2.30pm on the Completion Date at the offices of
OSL, Level 5, MMI Pacific Insurance Building, Champion Parade, Port Moresby,
National Capital District, Papua New Guinea or at such other place agreed by
OML and DRD (IoM).


 


8.3                                 Obligations
of OML and OSL to Deliver Documents at Completion


 


At Completion, OML must
deliver to DRD (IoM), as controller of the Amalgamated Company:


 


(a)                                  a
certificate signed by OML confirming that all corporate action required to be
taken by the Companies in respect of paragraphs 1 to 4 of the Amalgamation
Procedures have been fulfilled and, subject to Dome having completed all such
corporate actions required to be completed in respect of paragraphs 1 to 4 of
the Amalgamation Procedures, it is in order for the Registrar to proceed with
the issuing of the amalgamation certificate;


 


(b)                                 the
share certificates for the Shares;


 


(c)                                  a
written acknowledgement from OML that on and from Completion, it has no rights
as a shareholder of either OMP or MRP;


 


(d)                                 an
irrevocable consent and waiver by OML of all rights of pre-emption under the
constitutions of each of the Companies;


 


(e)                                  the
certificates of incorporation for each of the Companies;


 


26

















 


(f)                                    the
common seal (and any duplicate common seal) of each of the Companies;


 


(g)                                 a
copy of the constitution of each of the Companies;


 


(h)                                 a
certified copy of the Year-End Accounts and the Half-Yearly Accounts, together
with the auditors report in relation to the Year-End Accounts;


 


(i)                                     a
certificate signed by OML confirming that each of the Warranties remains true
and complete and not misleading or deceptive as at Completion;


 


(j)                                     the
minute books and other records of meetings or resolutions of shareholders or
directors of each of the Companies;


 


(k)                                  all
registers and other statutory records, cheque books, books of account, trading
and financial records, copies of taxation returns and notices of assessment,
title documents, mortgages, leases, agreements, insurance policies,
certificates and other papers and records of each of the Companies;


 


(l)                                     evidence
(in a form acceptable to Dome) that the Companies have directed the Porgera
Joint Venture to pay all cash receipts which the Companies are entitled to
after Completion into bank accounts in the name of Dome (and not to a bank
account in the name of OML);


 


(m)                               a
duly completed authority for the alteration of the signatories of each bank
account of each of the Companies in the manner required by Dome by written
notice before the Completion Date;


 


(n)                                 all
permits and licences issued to each of the Companies under any law relating to
its business activities;


 


(o)                                 evidence
acceptable to Dome of the repayment of all Inter-Company Indebtedness (other
than the Loan and the MRP/OMP Debt);


 


(p)                                 the
written resignations of each director, secretary and public officer of each of
the Companies in accordance with clause 8.6(a), which resignations must
acknowledge that they take effect without any entitlement to compensation (for
loss of office or otherwise) as a result;


 


(q)                                 the
Loan Assignment Agreement duly executed by OML; and


 


(r)                                    an
undertaking in relation to the DRD Shares in the form set out in Annexure A
executed by OML.


 


27

















 


8.4                                 Obligations
of Dome and DRD (IoM) to deliver documents at Completion


 


At Completion, DRD (IoM)
and Dome must deliver to OML:


 


(a)                                  the
Loan Assignment Agreement executed by DRD (IoM);


 


(b)                                 a
written statement showing:


 


(i)                                     the
Scrip Adjustment Amount (if any);


 


(ii)                                  the
Scrip Cancellation Amount;


 


(iii)                               the Estimated Post
Effective Date Completion Adjustment;


 


(iv)                              the
Agreed Dividend (if any);


 


(v)                                 the
Completion Cash Component; and


 


(vi)                              the
Scrip Completion Component (including details of the Issue Price); and


 


(c)                                  DRD
Share certificates for the Scrip Completion Component (if applicable).


 


8.5                                 Payment
obligations at Completion


 


(a)                                  At
Completion, DRD (IoM) must:


 


(i)                                     ensure
that the Completion Cash Component is paid to OML by:


 


(A)                              authorising
the Deposit Holder to release the Deposit to OML or as OML may, in writing,
direct;


 


(B)                                paying
or causing Dome to pay the balance of the Completion Cash Component;


 


(ii)                                  (if
applicable) cause to have issued and allotted to OML, the Scrip Completion
Component.


 


(b)                                 The
DRD Shares issued as the Scrip Completion Component will be registered on the
DRD share register maintained in South Africa.


 


8.6                                 Completion
Meetings


 


(a)                                  At
Completion, OML must procure each of the Companies to hold directors meetings
to:


 


(i)                                     declare
or confirm the declaration and payment of any dividend in respect of any Agreed
Dividend not previously declared or paid;


 


28

















 


(ii)                                  to
accept the resignation of the existing directors, secretary and public officer
with effect from Completion;


 


(iii)                               revoke all existing
authorities to operate bank accounts and to approve new authorities in favour
of the persons nominated by Dome, with effect from Completion;


 


(iv)                              record
in the share register for each of the Companies:


 


(A)                              the
issue of new shares in the Amalgamated Company to DRD (IoM) under clause 4.1;
and


 


(B)                                then,
the fact that the Shares in the Companies have not converted into shares in the
Amalgamated Company.


 


(b)                                 At
Completion, Dome must hold directors meetings to record in the share register
for Dome:


 


(i)                                     the
issue of new shares in the Amalgamated Company to DRD (IoM) under clause 4.1;
and


 


(ii)                                  then,
the fact that all of the shares in Dome held by Dome Resources  have not converted into shares in the
Amalgamated Company.


 


8.7                                 Obligations
of the Registrar


 


For Completion to have
been effected, the Registrar must issue the certificate of amalgamation in
accordance with section 237(1)(a) of the Companies Act evidencing the
Amalgamation.  Upon issue of the
certificate, the Amalgamation will be effective and the transactions and
arrangements specified in clause 4.3 will 
have occurred in the order specified in clause 4.3.


 


8.8                                 Conditions
of Completion


 


(a)                                  Completion
is conditional on each of the events set out in this clause 8 occurring, and
OML, Dome and DRD (IoM) complying with all of their obligations under this
clause 8.


 


(b)                                 If
the events set out in this clause 8 do not occur, or either of OML, Dome or DRD
(IoM) fail to comply with their obligations under this clause 8, and the
parties do not achieve Completion then:


 


(i)                                     each
party must return to the other parties all documents delivered to it under this
clause 8;


 


(ii)                                  subject
to clause 4.6, each party must repay to the other (or transfer to such person
as the party providing that consideration may direct) all consideration
received by it under this clause 8; and


 


29

















 


(iii)                               each party must do
everything reasonably required by the other parties to reverse any action taken
under this clause 8,


 


without prejudice to any
other rights any party may have in respect of that failure.


 


9.                                       POST
COMPLETION RECONCILIATIONS


 


9.1                                 Determination
of the Post Effective Date Completion Adjustment Reconciliation Amount


 


The parties agree to act
in good faith in determining the Post Effective Date Completion Adjustment
Reconciliation Amount.


 


9.2                                 Post
Effective Date Completion Adjustment Reconciliation Amount


 


(a)                                  The
Post Effective Date Completion Adjustment Reconciliation Amount  will be determined in accordance with the
calculation methodology contained in item 22 of Schedule 2 and this clause
9.2.


 


(b)                                 Within
10 Business Days after Completion, OML must provide to DRD (IoM):


 


(i)                                     a
written statement showing all OML’s calculation of the Post Effective Date
Completion Adjustment for the period between the Effective Date and the
Completion Date, including an itemised statement of the transactions which make
up each of “R”, “ACC” and “OE” in the calculation of the Post Effective Date
Completion Adjustment;


 


(ii)                                  if
requested by DRD (IoM), a copy of the relevant ledgers for each of OMP and MRP
showing all transactions and items which have been taken into account in
determining the Post Effective Date Completion Adjustment, together with a
written explanation of all such items, and copies of all invoices, receipts,
notices or other documents evidencing such amounts;


 


(iii)                               evidence (in a form
reasonably acceptable to Dome) of the payment by OML on behalf of the Companies
of any Cash Calls or Other Expenses in respect of the Porgera Joint Venture
between the Effective Date and the Completion Date; and


 


(iv)                              such
other information as is reasonably requested by DRD (IoM) to enable it to check
the calculation of the Post Effective Date Completion Adjustment and to verify
the information on which it is based.


 


(c)                                  If
DRD (IoM) accepts the Post Effective Date Completion Adjustment shown in the
notice from OML or does not object to the calculation within 10 Business Days
after receiving the last of the information and documents to be provided by OML
under clause 9.2(b) above, the Post Effective Date Completion Adjustment will
be the amount specified in the written statement from OML given under clause
9.2(b)(i) above.


 


30

















 


(d)                                 If
DRD (IoM) objects to the Post Effective Date Completion Adjustment shown in the
notice from OML, the Post Effective Date Completion Adjustment will be the
amount agreed in writing by DRD (IoM) and OML or failing agreement the amount
determined under the dispute resolution procedure in clause 21.


 


(e)                                  If
the Post Effective Date Completion Adjustment Reconciliation Amount is a
positive amount, the amount of the Post Effective Date Completion Adjustment
Reconciliation Amount must be paid by Dome to OML within 5 Business Days after
the final determination of that amount.


 


(f)                                    If
the Post Effective Date Completion Adjustment Reconciliation Amount is a
negative amount, the absolute amount of the Post Effective Date Completion
Adjustment Reconciliation Amount must be paid by OML to DRD (IoM) within 5
Business Days after the final determination of that amount.


 


10.                                 ASSISTANCE
TO BE PROVIDED BY OML POST COMPLETION


 


10.1                           OSL to
provide assistance in respect of the preparation of accounts


 


(a)                                  On
and from the date of this Deed, OSL must provide all reasonable assistance
(including, but not limited to, access to senior management) to DRD, at DRD’s
cost (determined in accordance with Schedule 10), in connection with the
preparation of US GAAP compliant financial statements (in a form acceptable to
the US Securities Exchange Commission) for each of MRP and OMP for the last 2
complete financial years immediately prior to Completion.


 


(b)                                 On
and from Completion, OSL must provide all reasonable assistance (including, but
not limited to, access to senior management) to DRD, at DRD’s cost (determined
in accordance with Schedule 10) , in connection with the preparation of
financial statements for the Companies in respect of the period before
Completion.


 


10.2                           OSL to
provide assistance in respect of the preparation of tax returns for period
prior to Effective Date


 


(a)                                  Subject
to clause 10.2(b) below, on and from Completion, OML must provide all reasonable
assistance (including, but not limited to, access to senior management) to DRD,
at DRD’s cost (determined in accordance with Schedule 10), in connection
with the preparation of all Tax returns required by law to be lodged or filed
by each Company that relate to the period before Completion.


 


(b)                                 If
the 2002 Tax return of a Company has not been lodged, or the 2001 Tax return of
a Company has not been re-lodged, prior to Completion, then on and from
Completion, OML must provide all reasonable assistance (including, but not
limited to, access to senior management) to DRD, at OML’s cost, in connection
with:


 


(i)                                     in
relation to the 2001 Tax return, the preparation and re-lodgement of the 2001
Tax return for each Company; and


 


31

















 


(ii)                                  in
relation to the 2002 Tax return, the preparation and lodgement of the 2002 Tax
return for each Company.


 


(c)                                  If
the 2002 Tax return of a Company has not been lodged, or the 2001 Tax return of
a Company has not been re-lodged, prior to Completion, then Dome must consult
with OML prior to lodging, or re-lodging, such Tax returns.


 


11.                                 OML’S
REPRESENTATIONS AND WARRANTIES


 


11.1                           Representations
and Warranties


 


In consideration of Dome
and DRD (IoM) agreeing to the Amalgamation and the transactions contemplated by
this Deed, OML represents and warrants to Dome and DRD (IoM) that each of the
statements in Schedule 4 (each of which operates separately and is in no
way limited or restricted by inference from the terms of any other statement)
is complete and correct in all material respects.


 


11.2                           Reliance


 


OML acknowledges that
Dome and DRD (IoM) have executed this Deed and the Loan Assignment Agreement
and agreed in writing to take part in the transactions that this Deed and the
Loan Assignment Agreement contemplates in reliance on the Warranties.


 


11.3                           Qualifications


 


(a)                                  The
Warranties are subject to any exceptions in Schedule 5.


 


(b)                                 Except
to the extent of the representations and warranties contained in this Deed,
including (without limitation) the Warranties, OML makes no representations or
warranties concerning:


 


(i)                                     any
information provided to Dome or DRD (IoM) by a third party unless the same
information is provided to Dome or DRD (IoM) by or on behalf of OML; or


 


(ii)                                  any
information in the Data Room.


 


11.4                           Repetition
of Warranties


 


The Warranties are taken
to be repeated on the Completion Date.


 


11.5                           Time
Limits on Warranties


 


(a)                                  OML
is liable for breach of the Warranties (other than those relating to Tax) or of
any other provision of this Deed and under the indemnity in clause 12 (other
than the indemnity relating to Tax in clause 20) only if Dome notifies OML of
the breach within 18 months of the Completion Date.


 


(b)                                 OML
is liable for breach of the Warranties relating to Tax and under the Tax
indemnity in clause 20:


 


32

















 


(i)                                     in
respect of the 2001 Tax return of a Company, only if Dome notifies OML of the
breach within 3 years of the date of issue of the first notice of assessment or
reassessment by the Internal Revenue Commission of Papua New Guinea for the
2001 Tax year of that Company issued after 23 September 2003;


 


(ii)                                  in
respect of the 2002 Tax return of a Company, only if Dome notifies OML of the
breach within 3 years of the date of issue of the first notice of assessment by
the Internal Revenue Commission of Papua New Guinea for the 2002 Tax year of
that Company issued after 23 September 2003; and


 


(iii)                               in respect of all other
Tax warranties (including warranties relating to each of the Companies’ Tax
returns prior to the 2001 Tax return), only if Dome notifies OML of the breach
within 3 years of the date of this Deed.


 


11.6                           Minimum
Claim Amount


 


(a)                                  OML
is liable for a claim for breach of Warranty or under the indemnity in clause
12 (other than a breach of Warranty in respect of paragraph 45 of
Schedule 4) only if the total of:


 


(i)                                     the
amount claimed in respect of the breach; and


 


(ii)                                  the
amount of all other claims for breach of warranty which have not been dismissed
by final judgment of a competent court,


 


exceeds $500,000.


 


(b)                                 Once
the total of claims for breach of Warranty (other than for a breach of Warranty
in respect of paragraph 45 of Schedule 4) exceeds $500,000, OML is liable
for the total amount, and not only the amount in excess of $500,000.


 


(c)                                  In
respect of a claim for breach of the Warranty set out in paragraph 45 of
Schedule 4, OML is liable for breach of that Warranty (or under the
indemnity in clause 12) only if the total of:


 


(i)                                     the
amount claimed in respect of the breach; and


 


(ii)                                  the
amount of all other claims for breach of warranty which have not been dismissed
by final judgment of a competent court,


 


exceeds $2,700,000 (in
which case OML is only liable for the excess of the claim over and above $2,700,000).


 


11.7                           Meaning
of Breach


 


Any reference in this
Deed to a breach of a Warranty includes the Warranty not being complete or
correct.


 


33

















 


11.8                           Knowledge
of Dome and DRD (IoM)


 


(a)                                  Subject
to clause 11.8(b) below, the Warranties are further qualified by, and neither
Dome nor DRD (IoM) may claim in relation to:


 


(i)                                     any
consequence of any law or regulation, or of any administrative practice of a
Government Agency taking effect after Completion, in any jurisdiction affecting
any Company; and


 


(ii)                                  anything
which Dome, DRD (IoM) or any related corporation of Dome or DRD (IoM) or any of
Mark Wellesley-Wood, Ian Murray, Anton Lubbe or Richard Johnson of DRD, Richard
Phillips, Campbell Johnson or Peter Watson from Macquarie Bank Limited, Robert
Franklyn or Russell Philip from Freehills, Steven O’Brien of O’Briens Lawyers
or Michael Honiball of KPMG actually knows after undertaking reasonable
enquiries provided that those persons will not be held to know or to have ought
to have known:


 


(A)                              relevant
information held by other persons within their respective firms or companies
which has been obtained other than as a consequence of the engagement to advise
DRD in relation to the Amalgamation; and


 


(B)                                information
which has not been made available due to restrictions on access to information
or on the ability to seek information in relation to the Porgera Joint Venture
or the Companies (whether or not those restrictions have been imposed by OML,
OSL, under the Porgera Joint Venture or otherwise).


 


(b)                                 The
Warranties in paragraphs 23 and 45 of Schedule 4 are not subject to the
limitation on claims for breach of Warranty imposed on Dome and DRD (IoM) in
clause 11.8(a) above.


 


(c)                                  In
so far as the Warranties in paragraphs 67-71 of Schedule 4 relate to
valued added tax or any similar Tax, those Warranties are not subject to the
limitation on claims for breach of Warranty imposed on Dome and DRD (IoM) in
clause 11.8(a) above.


 


(d)                                 The
information provided by or on behalf of OML to Freehills on 23
September 2003 is to be disregarded in ascertaining the state of knowledge
of Dome and DRD (IoM).


 


11.9                           No
Further Warranties


 


(a)                                  Except
to the extent of the representations and warranties contained in this Deed and
the Loan Assignment Agreement, including (without limitation) the Warranties,
neither OML nor any related corporation of OML makes any express or implied
representation or warranty.


 


(b)                                 OML
nor any related corporation of OML makes any express or implied representation
or warranty as to future matters, including future or forecast costs, revenues
or profits.


 


34

















 


(c)                                  To
the maximum extent permitted by law, all conditions, warranties,
representations and undertakings (express, implied, written, oral, collateral,
statutory or otherwise) except those contained in this Deed are excluded.


 


11.10                     Dome and DRD
(IoM) Acknowledgments


 


Dome and DRD (IoM) each
acknowledge, represent and warrant that:


 


(a)                                  it
has had advice in relation to the Amalgamation and to the terms of the
transactions contemplated by this Deed and the documents to be executed
pursuant to it; and


 


(b)                                 it
and its representatives have had an opportunity to make and conduct, and have
made and conducted, limited inquiries and due diligence investigations and
evaluations of each Company, its assets and affairs.


 


11.11                     Claims by
Dome and DRD (IoM)


 


Except as otherwise
provided in this agreement, only Dome and DRD (IoM) can make a claim for
anything under this Deed including (without limitation) a claim for a breach of
a Warranty or under an indemnity in this Deed, and then only strictly in
accordance with this Deed.


 


11.12                     Mitigation


 


Dome and DRD (IoM) must
take all reasonable action to mitigate any loss suffered by Dome and/or DRD
(IoM) for which a claim could be made. Nothing in this Deed restricts or limits
Dome’s or DRD (IoM)’s general obligation at law to mitigate any loss or damage.


 


12.                                 INDEMNITY
FOR BREACH BY OML


 


12.1                           Indemnity


 


Subject to clauses 11.5
and 11.6, OML must indemnify Dome and DRD (IoM), and each of the Companies
(each an “Indemnified
Person”) against and hold them harmless from:


 


(a)                                  all
liabilities, losses, damages, costs or expenses directly or indirectly incurred
or suffered by the Indemnified Person; and


 


(b)                                 all
actions, proceedings, claims or demands made against an Indemnified Person,


 


as a result of the breach
of any of the Warranties whether that breach arises before or after the
Completion Date.


 


35

















 


12.2                           Application
of Indemnity


 


Without limiting clause
12.1, the indemnity in clause 12.1 applies to:


 


(a)                                  any
loss incurred by Dome and/or DRD (IoM) by reason of the Shares or the Loan
being worth less than they would have been if the breach had not occurred;


 


(b)                                 any
Taxes which may be incurred by an Indemnified Person relating to performance by
OML under this clause 12; and


 


(c)                                  (i)                                     penalties
incurred under any Tax law as a result of the Companies or Dome or DRD (IoM)
relying on a Warranty;


 


(ii)                                  costs
and expenses incurred in appealing, compromising or disputing liability for any
Tax at the request of OML.


 


13.                                 OSL
REPRESENTATIONS AND WARRANTIES


 


13.1                           OSL
Representations and Warranties


 


(a)                                  OSL
represents and warrants to each of Dome and DRD (IoM) that:


 


(i)                                     (status)
OSL is a company limited by shares under the Companies Act;


 


(ii)                                  (power)
OSL has full legal capacity and power:


 


(A)                              to
own its property and assets and to carry on its business; and


 


(B)                                subject
to satisfaction of the Conditions Precedent, to enter into this Deed and to
carry out the transactions that this Deed contemplates;


 


(iii)                               (corporate authority) subject
to satisfaction of the Conditions Precedent, all corporate action has been
taken that is necessary or desirable to authorise OSL’s entry into this Deed
and OSL’s carrying out of the transactions that this Deed contemplates;


 


(iv)                              (Authorisation)
subject to satisfaction of the Conditions Precedent, OSL holds each
Authorisation that is necessary or desirable to:


 


(A)                              execute
this Deed and to carry out the transactions that this Deed contemplates;


 


(B)                                ensure
that this Deed is legal, valid, binding and admissible in evidence; and


 


(C)                                enable
OSL to properly carry on its business,


 


and OSL is
complying with any conditions to which any of these Authorisations is subject;


 


36

















 


(v)                                 (Deed
effective) subject to satisfaction of the Conditions Precedent, this
Deed constitutes OSL’s legal, valid and binding obligations, enforceable
against OSL in accordance with the terms of this Deed (except to the extent
limited by equitable principles and laws affecting creditors’ rights generally)
subject to any necessary stamping or registration;


 


(vi)                              (no
contravention) subject to satisfaction of the Conditions Precedent,
neither OSL’s execution of this Deed nor the carrying out by OSL of the
transactions that this Deed contemplates, does or will:


 


(A)                              contravene
any law to which OSL or any of OSL’s property is subject or any order of any
Government Agency that is binding on OSL or any of OSL’s property;


 


(B)                                contravene
any Authorisation;


 


(C)                                contravene
any undertaking or instrument binding on OSL or any of OSL’s property; or


 


(D)                               contravene
OSL’s constitution.


 


(b)                                 The
representations and warranties in this clause 13.1 are taken to be repeated on
the Completion Date.


 


(c)                                  OSL
acknowledges that each of Dome and DRD (IoM) have executed this Deed and agreed
to take part in the transactions that this Deed contemplates in reliance on the
representations and warranties that are made or repeated in this clause.


 


14.                                 RELEASE
OF ENCUMBRANCES


 


14.1                           OML to
procure releases


 


OML must use its best
endeavours to ensure the unconditional release of the Companies and the Assets
from any Encumbrance provided in relation to and for the benefit of OML, or any
related corporation of OML, their businesses or their obligations, effective
from Completion.


 


14.2                           Indemnity
by OML


 


If OML is unable to
ensure the unconditional release under clause 14.1, OML must pay to Dome an
amount equal to any claim, action, damage, loss, liability, cost, charge,
expense, outgoing, or payment which the Companies may pay, suffer, incur or be
liable for in relation to any Encumbrance referred to in clause 14.1.


 


 


37

















 


15.                                 DOME’S,
DRD (IoM)’S AND DRD’S REPRESENTATIONS AND WARRANTIES


 


15.1                           Dome’s
Representations and Warranties


 


(a)                                  Dome
represents and warrants to OML that:


 


(i)                                     (status)
Dome is a company limited by shares under the Companies Act;


 


(ii)                                  (power)
Dome has full legal capacity and power:


 


(A)                              to
own its property and assets and to carry on its business; and


 


(B)                                subject
to satisfaction of the Conditions Precedent, to enter into this Deed and to
carry out the transactions that this Deed contemplates;


 


(iii)                               (corporate authority) subject
to satisfaction of the Conditions Precedent, all corporate action has been
taken that is necessary or desirable to authorise Dome’s entry into this Deed
and Dome’s carrying out of the transactions that this Deed contemplates;


 


(iv)                              (Authorisation)
subject to satisfaction of the Conditions Precedent, Dome holds each
Authorisation that is necessary or desirable to:


 


(A)                              execute
this Deed and to carry out the transactions that this Deed contemplates;


 


(B)                                ensure
that this Deed is legal, valid, binding and admissible in evidence; and


 


(C)                                enable
Dome to properly carry on its business,


 


and Dome is
complying with any conditions to which any of these Authorisations is subject;


 


(v)                                 (Deed
effective) subject to satisfaction of the Conditions Precedent, this
Deed constitutes its legal, valid and binding obligations, enforceable against
Dome in accordance with the terms of this Deed (except to the extent limited by
equitable principles and laws affecting creditors’ rights generally) subject to
any necessary stamping or registration;


 


(vi)                              (no
contravention) subject to satisfaction of the Conditions Precedent,
neither Dome’s execution of this Deed nor the carrying out by Dome of the
transactions that this Deed contemplates, does or will:


 


(A)                              contravene
any law to which Dome or any of Dome’s property is subject or any order of any
Government Agency that is binding on Dome or any of Dome’s property;


 


(B)                                contravene
any Authorisation;


 


38

















 


(C)                                contravene
any undertaking or instrument binding on Dome or any of Dome’s property; or


 


(D)                               contravene
Dome’s constitution.


 


(b)                                 The
representations and warranties in this clause 15.1 are taken to be repeated on
the Completion Date.


 


(c)                                  Dome
acknowledges that OML has executed this Deed and agreed to take part in the
transactions that this Deed contemplates in reliance on the representations and
warranties that are made or repeated in this clause.


 


15.2                           DRD
(IoM)’s Representations and Warranties


 


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


 


(i)                                     (status)
DRD (IoM) is a company limited by shares under the laws of the Isle of Man;


 


(ii)                                  (power)
DRD (IoM) has full legal capacity and power:


 


(A)                              to
own its property and assets and to carry on its business; and


 


(B)                                subject
to satisfaction of the Conditions Precedent, to enter into this Deed and to
carry out the transactions that this Deed contemplates;


 


(iii)                               (corporate authority) subject
to satisfaction of the Conditions Precedent, all corporate action has been
taken that is necessary or desirable to authorise DRD (IoM)’s entry into this
Deed and DRD (IoM)’s carrying out of the transactions that this Deed
contemplates;


 


(iv)                              (Authorisation)
subject to satisfaction of the Conditions Precedent, DRD (IoM) holds each
Authorisation that is necessary or desirable to:


 


(A)                              execute
this Deed and to carry out the transactions that this Deed contemplates;


 


(B)                                ensure
that this Deed is legal, valid, binding and admissible in evidence; and


 


(C)                                enable
DRD (IoM) to properly carry on its business,


 


and DRD (IoM) is
complying with any conditions to which any of these Authorisations is subject;


 


(v)                                 (Deed
effective) subject to satisfaction of the Conditions Precedent, this
Deed constitutes DRD (IoM)’s legal, valid and binding obligations, enforceable
against DRD (IoM) in accordance with the terms of this Deed (except to the
extent limited by 


39

















 


equitable principles and laws affecting creditors’ rights generally)
subject to any necessary stamping or registration;


 


(vi)                              (no
contravention) subject to satisfaction of the Conditions Precedent,
neither DRD (IoM)’s execution of this Deed nor the carrying out by DRD (IoM) of
the transactions that this Deed contemplates, does or will:


 


(A)                              contravene
any law to which DRD (IoM) or any of DRD (IoM)’s property is subject or any
order of any Government Agency that is binding on DRD (IoM) or any of DRD
(IoM)’s property;


 


(B)                                contravene
any Authorisation;


 


(C)                                contravene
any undertaking or instrument binding on DRD (IoM) or any of DRD (IoM)’s
property; or


 


(D)                               contravene
DRD (IoM)’s constitution.


 


(b)                                 The
representations and warranties in this clause 15.2 are taken to be repeated on
the Completion Date.


 


(c)                                  DRD
(IoM) acknowledges that OML has executed this Deed and agreed to take part in
the transactions that this Deed contemplates in reliance on the representations
and warranties that are made or repeated in this clause.


 


15.3                           DRD’s
Representations and Warranties


 


(a)                                  DRD
represents and warrants to OML that:


 


(i)                                     (status)
DRD is a public company with limited liability under the South African
Companies Act, 61 of 1973;


 


(ii)                                  (power)
DRD has full legal capacity and power:


 


(A)                              to
own its property and assets and to carry on its business; and


 


(B)                                subject
to satisfaction of the Conditions Precedent, to enter into this Deed and to
carry out the transactions that this Deed contemplates;


 


(iii)                               (corporate authority) subject
to satisfaction of the Conditions Precedent, all corporate action has been
taken that is necessary or desirable to authorise DRD’s entry into this Deed
and DRD’s carrying out of the transactions that this Deed contemplates;


 


(iv)                              (Authorisation)
subject to satisfaction of the Conditions Precedent, DRD holds each
Authorisation that is necessary or desirable to:


 


(A)                              execute
this Deed and to carry out the transactions that this Deed contemplates;


 


40

















 


(B)                                ensure
that this Deed is legal, valid, binding and admissible in evidence; and


 


(C)                                enable
DRD to properly carry on DRD’s business,


 


and DRD is
complying with any conditions to which any of these Authorisations is subject;


 


(v)                                 (Deed
effective) subject to satisfaction of the Conditions Precedent, this
Deed constitutes its legal, valid and binding obligations, enforceable against
DRD in accordance with the terms of this Deed (except to the extent limited by
equitable principles and laws affecting creditors’ rights generally) subject to
any necessary stamping or registration;


 


(vi)                              (no
contravention) subject to satisfaction of the Conditions Precedent,
neither DRD’s execution of this Deed nor the carrying out by DRD of the
transactions that this Deed contemplates, does or will:


 


(A)                              contravene
any law to which DRD or any of its property is subject or any order of any
Government Agency that is binding on DRD or any of DRD’s property;


 


(B)                                contravene
any Authorisation;


 


(C)                                contravene
any undertaking or instrument binding on DRD or any of DRD’s property; or


 


(D)                               contravene
DRD’s memorandum or articles of association,


 


(vii)                           (power to issue DRD Shares)
subject to satisfaction of the Conditions Precedent, DRD will have the approval
of the South African Reserve Bank to the issue of the Scrip Completion
Component (if applicable) to OML in accordance with the terms of this Deed.


 


(b)                                 The
representations and warranties in this clause 15.3 are taken to be repeated on
the Completion Date.


 


(c)                                  DRD
acknowledges that OML has executed this Deed and agreed to take part in the
transactions that this Deed contemplates in reliance on the representations and
warranties that are made or repeated in this clause.


 


16.                                 OSL
GUARANTEE AND INDEMNITY


 


16.1                           OSL
Guarantee


 


OSL unconditionally and
irrevocably guarantees to Dome and DRD (IoM):


 


(a)                                  the
payment of the OSL Guaranteed Moneys; and


 


(b)                                 the
performance of OML’s obligations under this Deed.


 


41

















 


16.2                           Payment


 


If the OSL Guaranteed
Moneys are not paid when due, OSL must immediately on demand from Dome and/or
DRD (IoM) pay to Dome and/or DRD (IoM) the OSL Guaranteed Moneys in the same
manner and currency as the OSL Guaranteed Moneys are required to be paid.


 


16.3                           Performance


 


If OML fails to perform
its obligations under this Deed when they are due, OSL must immediately on
demand from Dome and/or DRD (IoM) cause OML to perform its obligations under
this Deed.


 


16.4                           Indemnity


 


(a)                                  If
any of the OSL Guaranteed Moneys (or amounts which would have been OSL
Guaranteed Moneys had they not been irrecoverable) are:


 


(i)                                     irrecoverable
from OML; and


 


(ii)                                  not
recoverable by Dome or DRD (IoM) from OSL on the basis of a guarantee,


 


OSL as a separate and
principal obligation:


 


(iii)                               indemnifies Dome and DRD
(IoM) against any claim, action, damage, loss, liability, cost, charge,
expense, outgoing or payment suffered, paid or incurred by Dome and/or DRD
(IoM) in relation to the non-payment of those amounts; and


 


(iv)                              must
pay to Dome and/or DRD (IoM) an amount equal to those amounts.


 


(b)                                 OSL
indemnifies Dome and DRD (IoM) against any claim, action, damage, loss,
liability, cost, charge, expense, outgoing or payment suffered, paid or
incurred by Dome and/or DRD (IoM) in relation to:


 


(i)                                     the
failure of OML to perform its obligations under this Deed; or


 


(ii)                                  the
failure of OSL to cause OML to perform its obligations under this Deed.


 


16.5                           Extent
of guarantee and indemnity


 


(a)                                  This
clause 16 applies:


 


(i)                                     to
the present and future amount of the OSL Guaranteed Moneys and the present and
future obligations of OML under this Deed; and


 


(ii)                                  to
this Deed, as amended, supplemented, renewed or replaced.


 


42

















 


(b)                                 The
obligations of OSL under this clause 16 extend to any increase in the OSL
Guaranteed Moneys and any change in the obligations of OML as a result of:


 


(i)                                     any
amendment, supplement, renewal or replacement of this Deed and any agreement or
document contemplated by this Deed; or


 


(ii)                                  the
occurrence of any other thing.


 


(c)                                  This
clause 16 is not affected nor are the obligations of OSL under this Deed
released or discharged or otherwise affected by anything which but for this
provision might have that effect.


 


(d)                                 This
clause 16.5 applies:


 


(i)                                     regardless
of whether OSL is aware of or has consented to or is given notice of any
amendment, supplement, renewal or replacement of any agreement to which OML,
Dome and/or DRD (IoM) are a party or the occurrence of any other thing; and


 


(ii)                                  irrespective
of any rule of law or equity to the contrary.


 


16.6                           Avoidance
of payments


 


(a)                                  If
any payment, conveyance, transfer or other transaction relating to or affecting
the OSL Guaranteed Moneys or any obligation of OML under this Deed is:


 


(i)                                     void,
voidable or unenforceable in whole or in part; or


 


(ii)                                  is
claimed to be void, voidable or unenforceable and that claim is upheld,
conceded or compromised in whole or in part,


 


the liability of OSL
under this clause 16 and any Power is the same as if:


 


(iii)                               that payment,
transaction, conveyance or transfer (or the void, voidable or unenforceable
part of it); and


 


(iv)                              any
release, settlement or discharge made in reliance on any thing referred to in
clause 16.6(a)(iii),


 


had not been made and OSL
must immediately take all action and sign all documents necessary or required
by Dome or DRD (IoM) to restore to Dome and DRD (IoM) the benefit of this
clause 16 and any security held by Dome and/or DRD (IoM) immediately before the
payment, conveyance, transfer or transaction.


 


(b)                                 Clause
16.6(a) applies whether or not Dome or DRD (IoM) knew, or ought to have known
of, anything referred to in that clause.


 


16.7                           Principal
and independent obligation


 


(a)                                  This
clause 16 is:


 


 


43

















 


(i)                                     a
principal obligation and is not to be treated as ancillary or collateral to any
other right or obligation; and


 


(ii)                                  independent
of and not in substitution for or affected by any other collateral security
which Dome or DRD (IoM) may hold in respect of the OSL Guaranteed Moneys or the
obligations of OML under this Deed or any other person.


 


(b)                                 This
clause 16 is enforceable against OSL:


 


(i)                                     without
first having recourse to any collateral security;


 


(ii)                                  whether
or not Dome or DRD (IoM) has:


 


(A)                              made
demand upon OML;


 


(B)                                given
notice to OML or any other person in respect of any thing; or


 


(C)                                taken
any other steps against OML or any other person; and


 


(iii)                               whether or not any OSL
Guaranteed Moneys is due.


 


16.8                           No
competition


 


(a)                                  Subject
to clause 16.8(b), until the OSL Guaranteed Moneys have been fully paid, until
the obligations of OML under this Deed have been fully performed and until this
clause 16 has been finally discharged, OSL must not, either directly or
indirectly prove in, claim or receive the benefit of any distribution, dividend
or payment arising out of or relating to the liquidation of OML.


 


(b)                                 If
required by Dome or DRD (IoM), OSL must prove in any liquidation of OML for all
amounts owed to OSL.


 


(c)                                  All
amounts recovered by OSL from any liquidation or under any security from OML
must be received and held in trust by OSL for Dome and/or DRD (IoM) to the
extent of the unsatisfied liability of OSL under this clause 16.


 


16.9                           Continuing
guarantee and indemnity


 


This clause 16 is a
continuing obligation of OSL, despite:


 


(a)                                  any
settlement of account; or


 


(b)                                 the
occurrence of any other thing,


 


and remains in full force
and effect until:


 


(c)                                  all
the OSL Guaranteed Moneys have been paid in full;


 


44

















 


(d)                                 the
obligations of OML under this Deed have been performed; and


 


(e)                                  this
clause 16 has been finally discharged by Dome and DRD (IoM).


 


17.                                 DRD
GUARANTEE AND INDEMNITY


 


17.1                           DRD
Guarantee


 


Subject to the approval
of the South African Reserve Bank contemplated in clause 3.1(f), DRD
unconditionally and irrevocably guarantees to OML:


 


(a)                                  the
payment of the DRD Guaranteed Moneys; and


 


(b)                                 the
performance of Dome’s and DRD (IoM’s) obligations under this Deed.


 


17.2                           Payment


 


If the DRD Guaranteed
Moneys are not paid when due, DRD must immediately on demand from OML pay to
OML the DRD Guaranteed Moneys in the same manner and currency as the DRD
Guaranteed Moneys are required to be paid.


 


17.3                           Performance


 


If Dome or DRD (IoM)
fails to perform its obligations under this Deed when they are due, DRD must
immediately on demand from OML cause Dome and/or DRD (IoM) to perform its
obligations under this Deed.


 


17.4                           Indemnity


 


(a)                                  If
any of the DRD Guaranteed Moneys (or amounts which would have been DRD
Guaranteed Moneys had they not been irrecoverable) are:


 


(i)                                     irrecoverable
from Dome or DRD (IoM); and


 


(ii)                                  not
recoverable by OML from DRD on the basis of a guarantee,


 


DRD as a separate and
principal obligation:


 


(iii)                               indemnifies OML against
any claim, action, damage, loss, liability, cost, charge, expense, outgoing or
payment suffered, paid or incurred by OML in relation to the non-payment of
those amounts; and


 


(iv)                              must
pay to OML an amount equal to those amounts.


 


(b)                                 DRD
indemnifies OML against any claim, action, damage, loss, liability, cost,
charge, expense, outgoing or payment suffered, paid or incurred by OML in
relation to:


 


(i)                                     the
failure of Dome or DRD (IoM) to perform its obligations under this Deed; or


 


45

















 


(ii)                                  the
failure of DRD to cause Dome and/or DRD (IoM) to perform its obligations under
this Deed.


 


17.5                           Extent
of guarantee and indemnity


 


(a)                                  This
clause 17 applies:


 


(i)                                     to
the present and future amount of the DRD Guaranteed Moneys and the present and
future obligations of Dome or DRD (IoM) under this Deed; and


 


(ii)                                  to
this Deed, as amended, supplemented, renewed or replaced.


 


(b)                                 The
obligations of DRD under this clause 17 extend to any increase in the DRD
Guaranteed Moneys and any change in the obligations of Dome or DRD (IoM) as a
result of:


 


(i)                                     any
amendment, supplement, renewal or replacement of this Deed and any agreement or
document contemplated by this Deed; or


 


(ii)                                  the
occurrence of any other thing.


 


(c)                                  This
clause 17 is not affected nor are the obligations of DRD under this Deed
released or discharged or otherwise affected by anything which but for this
provision might have that effect.


 


(d)                                 This
clause 17.5 applies:


 


(i)                                     regardless
of whether DRD is aware of or has consented to or is given notice of any
amendment, supplement, renewal or replacement of any agreement to which OML,
Dome and/or DRD (IoM) are a party or the occurrence of any other thing; and


 


(ii)                                  irrespective
of any rule of law or equity to the contrary.


 


17.6                           Avoidance
of payments


 


(a)                                  If
any payment, conveyance, transfer or other transaction relating to or affecting
the DRD Guaranteed Moneys or any obligation of Dome or DRD (IoM) under this
Deed is:


 


(i)                                     void,
voidable or unenforceable in whole or in part; or


 


(ii)                                  is
claimed to be void, voidable or unenforceable and that claim is upheld,
conceded or compromised in whole or in part,


 


the liability of DRD
under this clause 17 and any Power is the same as if:


 


(iii)                               that payment,
transaction, conveyance or transfer (or the void, voidable or unenforceable
part of it); and


 


46

















 


(iv)                              any
release, settlement or discharge made in reliance on any thing referred to in
clause 17.6(a)(iii),


 


had not been made and DRD
must immediately take all action and sign all documents necessary or required
by OML to restore to OML the benefit of this clause 17 and any security held by
OML immediately before the payment, conveyance, transfer or transaction.


 


(b)                                 Clause
17.6(a) applies whether or not OML knew, or ought to have known of, anything
referred to in that clause.


 


17.7                           Principal
and independent obligation


 


(a)                                  This
clause 17 is:


 


(i)                                     a
principal obligation and is not to be treated as ancillary or collateral to any
other right or obligation; and


 


(ii)                                  independent
of and not in substitution for or affected by any other collateral security
which OML may hold in respect of the DRD Guaranteed Moneys or the obligations
of Dome or DRD (IoM) under this Deed or any other person.


 


(b)                                 This
clause 17 is enforceable against DRD:


 


(i)                                     without
first having recourse to any collateral security;


 


(ii)                                  whether
or not OML has:


 


(A)                              made
demand upon Dome or DRD (IoM);


 


(B)                                given
notice to Dome, DRD (IoM) or any other person in respect of any thing; or


 


(C)                                taken
any other steps against Dome, DRD (IoM) or any other person; and


 


(iii)                               whether or not any DRD
Guaranteed Moneys is due.


 


17.8                           No
competition


 


(a)                                  Subject
to clause 17.8(b), until the DRD Guaranteed Moneys have been fully paid, until
the obligations of Dome and DRD (IoM) under this Deed have been fully performed
and until this clause 17 has been finally discharged, DRD must not, either
directly or indirectly prove in, claim or receive the benefit of any
distribution, dividend or payment arising out of or relating to the liquidation
of Dome or DRD (IoM).


 


(b)                                 If
required by OML, DRD must prove in any liquidation of Dome and/or DRD (IoM) for
all amounts owed to DRD.


 


47

















 


(c)                                  All
amounts recovered by DRD from any liquidation or under any security from Dome
and/or or DRD (IoM) must be received and held in trust by DRD for OML to the
extent of the unsatisfied liability of DRD under this clause 17.


 


17.9                           Continuing
guarantee and indemnity


 


This clause 17 is a
continuing obligation of DRD, despite:


 


(a)                                  any
settlement of account; or


 


(b)                                 the
occurrence of any other thing,


 


and remains in full force
and effect until:


 


(c)                                  all
the DRD Guaranteed Moneys have been paid in full;


 


(d)                                 the
obligations of Dome and DRD (IoM) under this Deed have been performed; and


 


(e)                                  this
clause 17 has been finally discharged by OML.


 


18.                                 PLACER
INDEMNITY


 


18.1                           Indemnity


 


(a)                                  OML
indemnifies and agrees to keep Dome and DRD (IoM) indemnified against any cost,
expense or other payment specified in clause 18.1(b) below which Dome or any
related corporation of Dome or DRD (IoM) pays or incurs, or is liable for, as a
direct result of:


 


(i)                                     Placer
obtaining a final order from any Court with jurisdiction to hear the matter; or


 


(ii)                                  a
compromise (in the case of Dome with the prior consent of OML) of proceedings
actually commenced or threatened in writing between Placer and any or all of
the parties to this Deed,


 


which order or
compromise:


 


(iii)                               operates to prevent the
Amalgamation; or


 


(iv)                              requires
Dome or DRD (IoM) to divest any of the Shares the subject of the Amalgamation
or unwind the Amalgamation; or


 


(v)                                 results
in damages being payable by Dome or DRD (IoM),


 


such order or compromise
arising from or relating to a failure to obtain the consent of Placer in
accordance with clause 8(b) of the Placer Substitution Deed.


 


48

















 


 


 


(b)                                 The
following costs, expenses and payments incurred by Dome, DRD (IoM) or any
related corporation of Dome or DRD (IoM) from 31 July 2003 (Dome Costs),
are covered by the indemnity in clause 18.1(a) and no others:


 


(i)                                     reasonable
legal costs in connection with any Proceedings or any such order;


 


(ii)                                  site
visit costs including reasonable travel and accommodation expenses;


 


(iii)                               advisory and other
professional fees in respect of the tender for and negotiation of the contract
for and any other act or thing reasonably done in connection with the
Amalgamation;


 


(iv)                              the
amount of any damages actually payable to Placer; and


 


(v)                                 the
amount of any costs actually payable to Placer as a result of a costs order
made or compromise reached.


 


(c)                                  Notwithstanding
any other provision of this clause 18.1 and except as specifically provided in
clauses 18.1(b)(i), (ii), (iii) and (v), OML will not be liable under clause
18.1(a) for any special, indirect or consequential damage, loss, liability,
cost, expense or payment or any claim or action arising in connection therewith
which Dome, DRD (IoM) or any related corporation of Dome or DRD (IoM) suffers
or incurs, or is liable for.


 


(d)                                 OML’s
liability to indemnify Dome and DRD (IoM) for Dome Costs, expenses and payments
under clauses 18.1(a) and 18.1(b) is limited to a maximum aggregate amount of
$3.0 million. Where Dome Costs are in aggregate greater than $3.0 million and
Dome or DRD (IoM) seeks to enforce its indemnity under clause 18.1(a), OML will
only be liable for $3.0 million of the aggregate of Dome Costs.


 


(e)                                  The
indemnity in clause 18.1(a) will terminate in respect of any claim or potential
claim details of which are not notified to OML in writing within 12 months of
the date of this Deed but shall otherwise continue in time until any claim is
finally determined or compromised.


 


18.2                           Operation
of Companies during dispute with Placer


 


The parties agree that if
Placer commences, or threatens to commence, any Proceedings (irrespective of
whether such action or event occurs before or after Completion), then the
provisions of Schedule 9 will apply.


 


19.                                 CONFIDENTIALITY
AND PUBLIC ANNOUNCEMENTS


 


19.1                           Confidentiality


 


Subject to clause 19.2,
the parties must:


 


49

















 


(a)                                  maintain
absolute confidentiality concerning the existence and terms of this Deed; and


 


(b)                                 not
make or authorise any public announcement or communication relating to the
negotiations of the parties or the existence, subject matter or terms of this
Deed without the prior written approval of the other parties.


 


19.2                           Exceptions


 


A party may make such
disclosures in relation to this Deed as it may think necessary:


 


(a)                                  to
its professional advisers and financiers contingent upon those persons
undertaking to keep confidential any information so disclosed; or


 


(b)                                 to
comply with any law or the requirement of any regulatory body (including any
relevant stock exchange).


 


20.                                 TAX
INDEMNITY


 


20.1                           Refund
indemnity


 


OML hereby indemnifies
Dome from liabilities, losses and expenses (including reasonable legal costs on
a solicitor and own client basis) arising from any dispute in relation to MRP’s
entitlement to, or receipt of, any refund of Tax from the Internal Revenue
Commission of Papua New Guinea, the entitlement to which arose prior to a
corporate restructure in 1999.  This
indemnity is not affected by any other provision in this Deed.


 


21.                                 DISPUTE
RESOLUTION


 


21.1                           Scope
of dispute resolution provisions


 


In the event of a dispute
or objection in relation to the calculation of a Completion Adjustment or the
Post Effective Date Completion Adjustment Reconciliation Amount, the procedure
in this clause 21 is to be followed by the parties.


 


21.2                           Obligation
to negotiate


 


If DRD (IoM) or Dome on
the one hand and OML on the other, objects to the calculation of an amount or
adjustment under this Deed, these parties will negotiate in good faith to
resolve the dispute as quickly as possible. 
If the dispute is resolved, the amount or adjustment determined under
this clause will be the relevant amount for the purpose of this Deed.


 


21.3                           Referral
to and decision by expert


 


If the dispute is not
resolved under clause 21.2 within 5 Business Days after notice of the
objection, the matter must be submitted for decision by an expert.  The decision of the 


 


50

















 


expert of the adjustment
or amount will be the relevant amount for the purpose of this deed and is final
and binding on the parties.


 


21.4                           Appointment
of expert


 


If a dispute arises for
resolution by an expert then:


 


(a)                                  the
parties will endeavour to jointly appoint a practising Australian chartered
accountant with experience with mining companies and of not less than 10 years
standing to resolve the matter in dispute; and


 


(b)                                 if
the parties cannot agree on the identity of the expert within 5 Business Days
of being required to do so, either party may request the then president for the
time being of the Institute of Chartered Accountants in Australia to appoint
such person.


 


21.5                           Provision
of information


 


The parties may make
submissions and must provide all information requested by the expert within 2
Business Days of such request.


 


21.6                           Timing


 


The parties agree to
request the expert to make the decision as soon as reasonably practicable and
in any event not later than 10 Business Days after the matter is referred to
the expert for determination.


 


21.7                           Expert
not Arbitrator


 


The expert will act as an
expert and not as an arbitrator.


 


21.8                           Costs


 


The costs of the expert
will be borne equally by DRD (IoM) and OML.


 


22.                                 MINERAL
RESOURCES ENGA


 


22.1                           Mineral
Resources Enga Limited


 


Subject to Completion
occurring, DRD (IoM) will procure that the Amalgamated Company offers a 5%
direct interest in the Porgera Joint Venture to Mineral Resources Enga Limited,
on reasonable commercial terms referable to DRD (IoM)’s acquisition cost of
that interest, recognising reasonable transaction costs of the acquisition and
on-sale of the 5% direct interest referred to above.


 


23.                                 NOTICES


 


23.1                           How to
Give a Notice


 


A notice, consent or
other communication under this Deed is only effective if it is:


 


51

















 


(a)                                  in
writing, signed by or on behalf of the person giving it;


 


(b)                                 addressed
to the person to whom it is to be given; and


 


(c)                                  either:


 


(i)                                     delivered
or sent by pre-paid mail (by airmail, if the addressee is overseas) to that
person’s address; or


 


(ii)                                  sent
by fax to that person’s fax number and the machine from which it is sent produces
a report that states that it was sent in full.


 


23.2                           When a
Notice is Given


 


A notice, consent or
other communication that complies with this clause is regarded as given and
received:


 


(a)                                  if
it is delivered or sent by fax:


 


(i)                                     by
5.00 pm (local time in the place of receipt) on a Business Day - on that day;
or


 


(ii)                                  after
5.00 pm (local time in the place of receipt) on a Business Day, or on a day
that is not a Business Day - on the next Business Day; and


 


(b)                                 if
it is sent by mail:


 


(i)                                     within
Australia - 3 Business Days after posting; or


 


(ii)                                  to
or from a place outside Australia - 7 Business Days after posting.


 


23.3                           Address
for Notices


 


A person’s address and
fax number are those set out below, or as the person notifies the sender:


 


	
  OML:

  	
   

  	
  Orogen
  Minerals Limited

  
	
  Address:

  	
   

  	
  Level 27, Angel Place

  
	
   

  	
   

  	
  123 Pitt Street

  
	
   

  	
   

  	
  Sydney, NSW, 2000

  
	
  Fax number:

  	
   

  	
  (61) 2 8207 8500

  
	
  Attention:

  	
   

  	
  General Counsel/ Group Secretary

  
	
   

  	
   

  	
   

  
	
  OMP:

  	
   

  	
  Orogen
  Minerals (Porgera) Limited

  
	
  Address:

  	
   

  	
  Level 27, Angel Place

  
	
   

  	
   

  	
  123 Pitt Street

  
	
   

  	
   

  	
  Sydney NSW, 2000

  



 


52

















 


	
  Fax number:

  	
   

  	
  (61) 2 8207 8500

  
	
  Attention:

  	
   

  	
  General Counsel/Group Secretary

  
	
   

  	
   

  	
   

  
	
  MRP:

  	
   

  	
  Mineral
  Resources Porgera Limited

  
	
  Address:

  	
   

  	
  Level 27, Angel Place

  
	
   

  	
   

  	
  123 Pitt Street

  
	
   

  	
   

  	
  Sydney NSW, 2000

  
	
  Fax number:

  	
   

  	
  (61) 2 8207 8500

  
	
  Attention:

  	
   

  	
  General Counsel/Group Secretary

  
	
   

  	
   

  	
   

  
	
  OSL:

  	
   

  	
  Oil
  Search Limited

  
	
  Address:

  	
   

  	
  Level 27, Angel Place

  
	
   

  	
   

  	
  123 Pitt Street

  
	
   

  	
   

  	
  Sydney NSW, 2000

  
	
  Fax number:

  	
   

  	
  (61) 2 8207 8500

  
	
  Attention:

  	
   

  	
  General Counsel/Group Secretary

  
	
   

  	
   

  	
   

  
	
  Dome:

  	
   

  	
  Dome
  Resources (PNG) Limited and after Completion, the Amalgamated Company

  
	
  Address:

  	
   

  	
  45 Empire Road,

  
	
   

  	
   

  	
  Parktown, Johannesburg,

  
	
   

  	
   

  	
  Republic of South Africa

  
	
  Fax number:

  	
   

  	
  (27) 11 482 1022

  
	
  Attention:

  	
   

  	
  Anton Lubbe / Niel Pretorius

  
	
   

  	
   

  	
   

  
	
  DRD
  (IoM):

  	
   

  	
  DRD
  (Isle of Man) Limited

  
	
  Address:

  	
   

  	
  45 Empire Road,

  
	
   

  	
   

  	
  Parktown, Johannesburg,

  
	
   

  	
   

  	
  Republic of South Africa

  
	
  Fax number:

  	
   

  	
  (27) 11 482 1022

  
	
  Attention:

  	
   

  	
  Anton Lubbe / Niel Pretorius

  
	
   

  	
   

  	
   

  
	
  DRD:

  	
   

  	
  Durban
  Roodepoort Deep, Limited

  
	
  Address:

  	
   

  	
  45 Empire Road,

  
	
   

  	
   

  	
  Parktown, Johannesburg,

  
	
   

  	
   

  	
  Republic of South Africa

  
	
  Fax number:

  	
   

  	
  (27) 11 482 1022

  
	
  Attention:

  	
   

  	
  Anton Lubbe / Niel Pretorius

  



 


53

















 


24.                                 AMENDMENT
AND ASSIGNMENT


 


24.1                           Amendment


 


This Deed can only be
amended, supplemented, replaced or novated by another deed signed by the
parties.


 


24.2                           Assignment


 


A party may only dispose
of, declare a trust over or otherwise create an interest in its rights under
this Deed before Completion with the consent of each of the other parties.


 


25.                                 GENERAL


 


25.1                           Governing
Law


 


(a)                                  This
Deed is governed by the law in force in New South Wales, Australia.


 


(b)                                 Each
party submits to the exclusive jurisdiction of the courts exercising
jurisdiction in New South Wales, and any court that may hear appeals from any
of those courts, for any proceedings in connection with this Deed, and waives
any right it might have to claim that those courts are an inconvenient forum.


 


25.2                           Liability
for Expenses


 


Subject to clause 25.3,
each party must pay its own expenses incurred in negotiating, executing and
registering this Deed.


 


25.3                           Stamp
Duty


 


(a)                                  Dome  is responsible for and must pay any Stamp
Duty in respect of the execution, delivery and performance of this Deed and any
agreement or document entered into or signed under this Deed (other than Stamp
Duty payable by OML under the Loan Assignment Agreement) up to the Agreed
Maximum Duty.


 


(b)                                 OML
is responsible for and must pay any Stamp Duty in respect of the execution,
delivery and performance of this Deed and any agreement or document entered
into or signed under this Deed to the extent it exceeds the Agreed Maximum
Duty.


 


(c)                                  If
Stamp Duty in respect of the execution, delivery and performance of this
Deed  or any agreement or document entered
into or signed under this Deed (other than Stamp Duty payable by OML under the
Loan Assignment Agreement), becomes payable by Dome before Completion, the duty
may be deducted from the Deposit in accordance with clause 4.6(c)(ii).


 


(d)                                 To
the extent that the amount paid by Dome as Stamp Duty (irrespective of the
amount finally determined as Stamp Duty in respect of the execution, delivery
and performance of this Deed and any agreement or document entered into or
signed under this Deed 


 


54

















 


(other than Stamp Duty payable by OML under the Loan Assignment
Agreement)) is less than the Agreed Maximum Duty, Dome will pay the difference
to OML:


 


(i)                                     if
duty has been paid before Completion, at Completion; and


 


(ii)                                  if
duty is paid after Completion, 2 Business Days after the date of payment of the
last of the Stamp Duty payable by Dome in relation to the transactions
contemplated by this Deed.


 


25.4                           Giving
effect to this Deed


 


Each party must do
anything (including execute any document), and must ensure that its employees
and agents do anything (including execute any document), that the other parties
may reasonably require to give full effect to this Deed or the transactions
contemplated by this Deed.


 


25.5                           Entitlement
of Dome, OMP and MRP


 


Any entitlement of Dome,
OMP or MRP respectively for a remedy against any person under this Deed shall
not be affected by the Amalgamation and the representations, warranties and
undertakings given to Dome enure for the benefit of the Amalgamated Company.


 


25.6                           Waiver
of Rights


 


A right may only be
waived in writing, signed by the party giving the waiver, and:


 


(a)                                  no
other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents
the exercise of the right;


 


(b)                                 a
waiver of a right on one or more occasions does not operate as a waiver of that
right if it arises again;


 


(c)                                  the
exercise of a right does not prevent any further exercise of that right or of
any other right; and


 


(d)                                 no
provision of this Deed is in any way modified by reason of any investigations
made or information acquired by Dome or DRD (IoM).


 


25.7                           Operation
of this Deed


 


(a)                                  This
Deed and the Loan Assignment Agreement contains the entire agreement between
the parties about its subject matter (other than in relation to Stamp
Duty).  Any previous understanding,
agreement, representation or warranty relating to that subject matter (other
than in relation to Stamp Duty) is replaced by this Deed and the Loan
Assignment Agreement, and has no further effect.


 


55

















 


(b)                                 Any
right that a person may have under this Deed is in addition to, and does not
replace or limit, any other right that the person may have.


 


(c)                                  Any
provision of this Deed which is unenforceable or partly unenforceable is, where
possible, to be severed to the extent necessary to make this Deed enforceable,
unless this would materially change the intended effect of this Deed.


 


25.8                           Operation
of Indemnities


 


(a)                                  Each
warranty and indemnity in this Deed survives the expiry or termination of this
Deed.


 


(b)                                 A
party may recover a payment under an indemnity in this Deed before it makes the
payment.


 


25.9                           Consents


 


Where this Deed contemplates
that a party may waive, agree or consent to something (however it is
described), the party may:


 


(a)                                  waive,
agree or consent, or not waive, agree or consent, in its absolute discretion;
and


 


(b)                                 waive,
agree or consent subject to conditions,


 


unless this Deed
expressly contemplates otherwise.


 


25.10                     No Merger


 


(a)                                  No
provision of this Deed (including, but not limited to, the Warranties) merges
on Completion.


 


(b)                                 The
Warranties survive Completion of this Deed.


 


25.11                     Exclusion of
Contrary Legislation


 


Any legislation that
adversely affects an obligation of a party, or the exercise by a party of a
right or remedy, under or relating to this Deed is excluded to the full extent
permitted by law.


 


25.12                     Inconsistency
with Other Documents


 


If this Deed is inconsistent
with any other document or agreement between the parties, this Deed prevails to
the extent of the inconsistency.


 


56

















 


25.13                     Counterparts


 


This Deed may be executed
in counterparts.


 


25.14                     Attorneys


 


Each person who executes
this Deed on behalf of a party under a power of attorney declares that he or
she is not aware of any fact or circumstance that might affect his or her
authority to do so under that power of attorney.


 


57

















 


SCHEDULE 1



DETAILS OF THE SHARES AND THE LOAN



Mineral Resources Porgera Limited




	
  Shareholder

  	
   

  	
  Capacity(acting as 

  trustee/in own right

  	
   

  	
  Address of Shareholder

  	
   

  	
  No. and Class of Shares Held

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OML

  	
   

  	
  In own right

  	
   

  	
  Level 5, MMI Pacific

  Insurance Building,

  Champion Parade, Capital District, Port 

  Moresby

  	
   

  	
  19,227 ordinary
 shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orogen Minerals (Porgera) Limited

  
	
   

  
	
  Shareholder

  	
   

  	
  Capacity(acting as

  trustee/in own right

  	
   

  	
  Address of Shareholder

  	
   

  	
  No. and Class of Shares Held

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OML

  	
   

  	
  In own right

  	
   

  	
  Level 5, MMI Pacific

  Insurance Building,

  Champion Parade,

  Capital District, Port 

  Moresby

  	
   

  	
  27,909,093 ordinary

  shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Loan

  
	
   

  
	
  Lender

  	
   

  	
  Capacity(acting as 

  trustee/in own right

  	
   

  	
  Address

  	
   

  	
  Secured / Unsecured

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OML

  	
   

  	
  In own right

  	
   

  	
  Level 5, MMI Pacific

  Insurance Building,

  Champion Parade,

  Capital District, Port 

  Moresby

  	
   

  	
  Unsecured.

  



 

















Schedule 2


 


	
  Item

  	
   

  	
  Abbrev

  	
   

  	
  Definition

  	
   

  	
  Description

  	
   

  	
  Calculation Methodology

  
	
  BASE INFORMATION

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  BC

  	
   

  	
  Base
  Consideration

  	
   

  	
  The estimated
  total consideration paid for the fact that the Shares in the Companies will
  not convert into shares in the Amalgamated Company and the assignment of the
  Loan Balance (prior to adjustments).

  	
   

  	
  $73.810 million

  
	
  2

  	
   

  	
  BSC

  	
   

  	
  Base Scrip
  Consideration

  	
   

  	
  The amount of
  consideration payable in the form of DRD Shares included in the Base
  Consideration prior to any adjustments for the payment of cash in lieu of DRD
  Shares.

  	
   

  	
  $21.138 million

  
	
  3

  	
   

  	
  ILB

  	
   

  	
  Initial Loan
  Balance

  	
   

  	
  The net amount
  of loans owed by MRP and OMP to OML (or its related bodies corporate) as at
  the Effective Date.

  	
   

  	
  $18,165,739

  
	
  4

  	
   

  	
  D

  	
   

  	
  Deposit

  	
   

  	
  Deposit.

  	
   

  	
  $5 million

  



 


	
  Notes:

  
	
   

  
	
  1

  	
   

  	
  .Stamp Duty is
  payable by DRD (IoM) when the assessment is payable.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Subject to note
  3 below, if the Post Effective Date Completion Adjustment exceeds the Initial
  Loan Balance, the excess will be paid into the Revenues Bank Account in the
  name of OMP in dollars and the Post Effective Date Completion Adjustment will
  be deemed to be equal to the Initial Loan Balance for the purposes of
  calculating Post Effective Date Completion Adjustment Reconciliation Amount.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  If both OML and
  DRD (IoM) agree, an agreed amount may be paid as a dividend (net of
  withholding tax).

  



 


	
  AGGREGATE COMPLETION VALUE PAYABLE
  AT COMPLETION

  	
   

  	
   

  
	
  5

  	
   

  	
  CV

  	
   

  	
  Completion Value

  	
   

  	
  The value of the
  consideration payable at Completion.

  	
   

  	
  CV = BC –  EPEDCA – SAA

  
	
  6

  	
   

  	
  EPEDCA

  	
   

  	
  Estimated Post
  Effective Date Completion Adjustment

  	
   

  	
  An estimate of
  the Post Effective Date Completion Adjustment.

  	
   

  	
  EPEDCA =
  Estimate of PEDCA  as agreed by OML
  and DRD within 5 Business Days prior to Completion, and failing agreement:
  $2m  x no of months or part thereof
  between the Effective Date and Completion

  
	
  7

  	
   

  	
  SAA

  	
   

  	
  Scrip Adjustment
  Amount

  	
   

  	
  The adjustment
  to the Cancellation Compensation and the Completion Value due to the payment
  of part of the Scrip Cancellation Amount in cash rather than DRD Shares.

  	
   

  	
  SAA = (ACPFS ÷
  0.9) – ACPFS

  
	
  8

  	
   

  	
  ACPFS

  	
   

  	
  Additional Cash
  Payment for Scrip

  	
   

  	
  The amount of
  additional cash which DRD elects to pay in cash in lieu of any or all of the
  BSC.

  	
   

  	
  An amount to be
  determined by DRD up to a maximum of BSC x 0.9 (ie. US$19.0242 million)

  



 


1

















 


	
  Item

  	
   

  	
  Abbrev

  	
   

  	
  Definition

  	
   

  	
  Description

  	
   

  	
  Calculation Methodology

  	
   

  
	
  CASH PAYABLE AT COMPLETION

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  CCC

  	
   

  	
  Completion Cash
  Component

  	
   

  	
  The cash amount
  payable to OML at Completion for the fact that the shares in OMP and MRP will
  not convert into shares in the Amalgamated Company and for the assignment of
  the Loan Balance.

  	
   

  	
  CCC = CV – SCA

  	
   

  
	
  SCRIP TO BE ISSUED AT COMPLETION

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  SCC

  	
   

  	
  Scrip Completion
  Component

  	
   

  	
  The number of
  whole DRD Shares to be issued to OML to satisfy the Scrip Cancellation
  Amount.

  	
   

  	
  SCC = SCA  ÷ 
  IP  (disregarding any fraction
  of a share)

  	
   

  
	
  11

  	
   

  	
  SCA

  	
   

  	
  Scrip Cancellation
  Amount

  	
   

  	
  The value of the
  scrip component of the Cancellation Compensation.

  	
   

  	
  Value of the SCA
  = BSC – (ACPFS + SAA)

  	
   

  
	
  12

  	
   

  	
  BSC

  	
   

  	
  Base Scrip
  Consideration

  	
   

  	
  The amount of
  consideration payable in the form of DRD Shares included in the Base
  Consideration prior to any adjustments for the payment of cash in lieu of DRD
  Shares.

  	
   

  	
  US$21.138
  million

  	
   

  
	
  13

  	
   

  	
  ACPFS

  	
   

  	
  Additional Cash
  Payment for Scrip

  	
   

  	
  The amount of
  additional cash which DRD elects to pay in cash in lieu of any or all of the
  BSC.

  	
   

  	
  An amount to be
  determined by DRD up to a maximum of BSC x 0.9 (ie. US$19.0242 million)

  	
   

  
	
  14

  	
   

  	
  SAA

  	
   

  	
  Scrip Adjustment
  Amount

  	
   

  	
  The adjustment
  to the Cancellation Compensation and the Completion Value due to the payment
  of part of the Scrip Cancellation Amount in cash rather than DRD Shares.

  	
   

  	
  SAA = (ACPFS ÷
  0.9) – ACPFS

  	
   

  
	
  15

  	
   

  	
  IP

  	
   

  	
  Issue Price

  	
   

  	
  The issue price
  used to calculate the Scrip Completion Component.

  	
   

  	
  IP = the greater
  of US$1.65 per DRD Share and an amount equal to a 10% discount to VWAP
  (rounded up to the nearest cent)

  	
   

  
	
  16

  	
   

  	
  VWAP

  	
   

  	
  Volume Weighted
  Average Price

  	
   

  	
  The volume
  weighted average price used as a base from which to determine the Issue
  Price.

  	
   

  	
  The volume
  weighted average sale price of DRD’s American Depositary Receipts on NASDAQ
  over either a 30 full trading day period prior to Completion or a 3 full
  trading day period, both periods ending 1 Business Day prior to Completion
  (whichever is the lower)

  	
   

  
	
  OPTIONAL ADJUSTMENTS

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  PDACV

  	
   

  	
  Post Dividend
  Adjustment Completion Value

  	
   

  	
  The adjusted
  amount payable to OML at Completion in the event that any amount is to be
  satisfied by the payment of a dividend by OMP or MRP.

  	
   

  	
  PDACV = CV
  (before any adjustment for the dividend) – WT  Ie. PDACV = BC – EPEDCA – SAA – WT

  	
   

  
	
  18

  	
   

  	
  PDACCC

  	
   

  	
  Post Dividend
  Adjustment Cash Completion Component

  	
   

  	
  The adjusted
  amount payable at Completion in the event that any amount has been received
  by OML prior to Completion and is attributable to a dividend paid to OML.

  	
   

  	
  PDACCC  = PDACV – SCA  – PAD

  	
   

  
	
  19

  	
   

  	
  AD

  	
   

  	
  Agreed Dividend

  	
   

  	
  The amount of
  the dividend agreed by DRD (IoM) and OML 

  	
   

  	
  AD =  amount agreed (inclusive of withholding
  tax)

  	
   

  



 


2

















 


	
  Item

  	
   

  	
  Abbrev

  	
   

  	
  Definition

  	
   

  	
  Description

  	
   

  	
  Calculation Methodology

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  inclusive of any
  applicable withholding tax or any other deduction applicable to the deemed
  dividend.

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  PAD

  	
   

  	
  Paid Agreed
  Dividend

  	
   

  	
  The amount of
  the dividend agreed by DRD (IoM) and OML inclusive of any applicable
  withholding tax or any other deduction applicable to the deemed dividend,
  where the amount of the dividend (net of withholding tax) has been received
  by OML before Completion.

  	
   

  	
  PAD = any
  AD  which is paid before Completion

  	
   

  
	
  21

  	
   

  	
  WT

  	
   

  	
  Withholding Tax

  	
   

  	
  If OML and DRD
  (IoM) consent to the payment of a dividend, the amount of withholding tax payable
  on the dividend.

  	
   

  	
  WT payable in
  relation to the Agreed Dividend

  	
   

  
	
  POST EFFECTIVE DATE RECONCILIATION

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  PEDCARA

  	
   

  	
  Post Effective
  Date Completion Adjustment Reconciliation Amount

  	
   

  	
  The
  reconciliation made following Completion and after agreement of the actual
  Post Effective Date Completion Adjustment to adjust for any difference
  between the Post Effective Date Completion Adjustment and the Estimated Post
  Effective Date Completion Adjustment.

  	
   

  	
  PEDCARA = EPEDCA
  – PEDCA

  	
   

  
	
  23

  	
   

  	
  PEDCA

  	
   

  	
  Post Effective
  Date Completion Adjustment

  	
   

  	
  The actual
  adjustment to reflect the net funds paid out of MRP and OMP to or at the
  direction of OML between the Effective Date and Completion.

  	
   

  	
  PEDCA = R – (ACC
  + OE)  provided that if the PEDCA
  exceeds ILB, it will be deemed to be ILB for the purposes of calculating
  PEDCARA.

  	
   

  
	
  24

  	
   

  	
  R

  	
   

  	
  Revenue

  	
   

  	
  The revenues
  received by or on behalf of the Companies whether from the proceeds of gold
  and silver sales or otherwise determined for the purpose of calculating the
  Post Effective Date Completion Adjustment.

  	
   

  	
  R =                                        cash amounts
  received by the Companies or by OML on behalf of the Companies from 1
  July 2003 to the Completion Date (both inclusive).

  	
   

  
	
  25

  	
   

  	
  ACC

  	
   

  	
  Cash Calls

  	
   

  	
  The aggregate of
  all Cash Calls made by or on behalf of the Companies for the purposes of
  determining the Post Effective Date Completion Adjustment.

  	
   

  	
  ACC =                      means the aggregate of cash
  calls made to the Companies by the operator of the Porgera Joint Venture and
  paid by the Companies from 1 July 2003 to the Completion Date, both inclusive,
  but will not include any amount for cash calls made by the operator of the
  Porgera Joint Venture prior to 1 July 2003 (but paid on or after that
  date) that were not provided for as a liability in the Half-Yearly Accounts
  of the Company or Companies as at 30 June 2003.

  	
   

  
	
  26

  	
   

  	
  OE

  	
   

  	
  Other Expenses

  	
   

  	
  The other
  expenses to be taken into account in calculating the Post Effective Date
  Completion Adjustment.

  	
   

  	
  OE =                                means the aggregate
  of all other expenses (which are obligations of the Companies) relating directly
  to the Porgera Joint Venture interests of the Companies and paid by the
  Companies from 1 July 2003 to the Completion Date, both inclusive, but
  will not include any items or expenses incurred prior to 1 July 2003
  (but paid on or after that date) which amount was not provided for as a
  liability or

  	
   

  



 


3

















 


	
  Item

  	
   

  	
  Abbrev

  	
   

  	
  Definition

  	
   

  	
  Description

  	
   

  	
  Calculation Methodology

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  provision in the
  Half-Yearly Accounts of the Company or Companies as at 30 June 2003.  Other expenses shall include, but not be
  limited to, mining levy payments, metals handling fees and income tax. For
  the avoidance of doubt, OE shall not include any expenses or other items
  charged by or payable to OSL or any of its related entities (including, but
  not limited to, management fees and interest charges).

  	
   

  
	
  STAMP DUTY TOP UP

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
  SD

  	
   

  	
  Stamp Duty

  	
   

  	
  The duty
  assessed by Internal Revenue Commission of PNG, subject to the outcome of any
  objection and or appeal.

  	
   

  	
  SD =amount of
  stamp duty assessed on the Amalgamation and the assignment of the Loan (other
  than duty payable by OML under the Loan Assignment Agreement).

  	
   

  
	
  28

  	
   

  	
  SDTU

  	
   

  	
  Stamp Duty Top
  Up

  	
   

  	
  The additional
  amount to be paid to OML by Dome in relation to the Stamp Duty assessed and
  paid.

  	
   

  	
  SDTU = AMD – SD

  	
   

  
	
  29

  	
   

  	
  AMD

  	
   

  	
  Agreed Maximum
  Duty

  	
   

  	
  An amount agreed
  by OML and DRD (IoM).

  	
   

  	
  AMD = $3.69m

  	
   

  
	
  ALLOCATION AFTER COMPLETION OF
  AGGREGATE VALUE PAID FOR ASSETS ACQUIRED

  	
   

  
	
  30

  	
   

  	
  CC

  	
   

  	
  Cancellation
  Compensation

  	
   

  	
  The total
  consideration paid for the fact that the Shares in the Companies will not be
  converted into shares in the Amalgamated Company.

  	
   

  	
  CC = [BC – (LB +
  PEDCA + SAA +AD) + SDTU]

  	
   

  
	
  31

  	
   

  	
  OMPCA

  	
   

  	
  OMP Cancellation
  Amount

  	
   

  	
  The amount
  payable as consideration to OML for not converting the Shares owned by OML in
  OMP into Shares in the Amalgamated Company.

  	
   

  	
  OMPCA = 75% x CC

  	
   

  
	
  32

  	
   

  	
  MRPCA

  	
   

  	
  MRP Cancellation
  Amount

  	
   

  	
  The amount
  payable as consideration to OML for not converting the Shares owned by OML in
  MRP into Shares in the Amalgamated Company.

  	
   

  	
  MRPCA = 25% x CC

  	
   

  
	
  33

  	
   

  	
  LB

  	
   

  	
  Loan Balance

  	
   

  	
  The actual
  amount payable as consideration by DRD (IoM) to OML in respect of the
  assignment of the Loan for its full face value (if any).

  	
   

  	
  LB =ILB – PEDCA

  provided that if LB is less than zero, it will be deemed to be zero.

  	
   

  
																	



 


4

















 


SCHEDULE 3


 


CORPORATE PROFILES OF EACH COMPANY 


 


	
  Mineral
  Resources Porgera Limited

  	
   

  	
  Orogen Minerals (Porgera) Limited

  
	
   

  	
   

  	
   

  
	
  Company Number
  1-14321

  	
   

  	
  Company Number
  1-25740

  
	
  Incorporated in

  	
   

  	
  Incorporated in

  
	
  Papua New Guinea

  	
   

  	
  Papua New Guinea

  
	
  Carries on
  business in Papua New Guinea

  	
   

  	
  Carries on
  business in Papua New Guinea

  
	
   

  	
   

  	
   

  
	
  Date of
  Incorporation:  14 February 1989

  	
   

  	
  Date of
  Incorporation:  23 May 1996

  
	
  Registered
  Office: Level 5

  	
   

  	
  Registered
  Office:  Level 5

  
	
  MMI Pacific Insurance Building

  	
   

  	
  MMI Pacific Insurance Building

  
	
  Champion Parade, Port Moresby

  	
   

  	
  Champion Parade, Port Moresby

  
	
  National Capital District

  	
   

  	
  National Capital District

  
	
   

  	
   

  	
   

  
	
  Issued

  	
   

  	
  Issued

  
	
  Capital: 19,227

  	
   

  	
  Capital:
  27,909,093

  
	
  fully paid
  shares

  	
   

  	
  fully paid
  shares

  
	
  of K.1.00 each

  	
   

  	
  of K.100 each

  
	
   

  	
   

  	
   

  
	
  Directors

  	
   

  	
  Directors

  
	
   

  	
   

  	
   

  
	
  Trevor Kennedy

  	
   

  	
  Trevor Kennedy

  
	
  Noreo Beangke

  	
   

  	
  Noreo Beangke

  
	
  John Stitt

  	
   

  	
  John Stitt

  
	
   

  	
   

  	
   

  
	
  Peter Botten

  	
   

  	
  Peter Botten

  
	
  Kostas
  Constantinou

  	
   

  	
  Kostas
  Constantinou

  
	
  Clive Hildebrand

  	
   

  	
  Clive Hildebrand

  
	
  Martin Kriewaldt

  	
   

  	
  Martin Kriewaldt

  
	
  Robert Igara

  	
   

  	
  Robert Igara

  
	
  Fraser Ainsworth

  	
   

  	
  Fraser Ainsworth

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
  Michael Uiari

  	
   

  	
  Michael Uiari

  
	
   

  	
   

  	
   

  
	
  Public Officer

  	
   

  	
  Public Officer

  
	
   

  	
   

  	
   

  
	
  Michael Uiari

  	
   

  	
  Michael Uiari

  
	
   

  	
   

  	
   

  
	
  Shares held in
  other companies: Nil

  	
   

  	
  Shares held in
  other companies: Nil

  



 


1

















 


SCHEDULE 4


 


WARRANTIES


 


 


In these
Warranties:


 


(a)                                  to
the extent that the context allows, any reference to the “Company” applies separately
to each of the Companies;


 


(b)                                 where
a Warranty is expressed to be qualified by the expression “to the best of the
knowledge and belief of OML”, such a qualification shall be deemed to include
the knowledge of any of OSL, OML, MRP, OMP, Peter Botten, Michael Sullivan,
Austin Miller or Nigel Hartley of OSL, Richard Saywell or Michael Quinn of
Merrill Lynch, James Riddell of Deloittes or Neil Cole of NH Cole &
Associates (“Parties”)  and will be
deemed to include a further statement in relation to each of OSL, OML, MRP and
OMP that those Parties have undertaken reasonable enquiries in relation to the
subject matter of the Warranties provided that in relation to OSL’s (and its
related corporation’s) advisers, those persons will not be held to have any
obligation to make enquiries in regards to information held by other persons
within their respective firms or companies which has been obtained other than
as a consequence of the engagement to advise OSL or any related corporation of
OSL in relation to the Amalgamation; and


 


(c)                                  where
a Warranty is expressed to be qualified by the expression “so far as OML is
aware”, such qualification shall be deemed to include:


 


(i)                                     anything
that OSL, OML, MRP, OMP, Peter Botten, Michael Sullivan, Austin Miller or Nigel
Hartley of OSL, Richard Saywell or Michael Quinn of Merrill Lynch, James
Riddell of Deloittes or Neil Cole of NH Cole & Associates actually knows;


 


(ii)                                  anything
or information which is or has been in the possession of any of Peter Botten,
Michael Sullivan, Austin Miller or Nigel Hartley of OSL, Richard Saywell or
Michael Quinn of Merrill Lynch, James Riddell of Deloittes or Neil Cole of NH
Cole & Associates or anything that any of those persons actually knows or
ought reasonably know was in the possession of OSL, OML, MRP or OMP from the
documents and information known to, or in the possession of, that person,


 


provided that in relation
to OSL’s (and its related corporation’s) advisers, those persons will not be
held to have any obligation to make enquiries in regards to information held by
other persons within their respective firms or companies which has been
obtained other than as a consequence of the engagement to advise OSL or any
related corporation of OSL in relation to the Amalgamation.


 


1

















 


The Companies


 


1.                                       Each
Company is a company limited by shares duly incorporated under the Companies
Act of the jurisdiction specified in relation to it in Schedule 3.


 


2.                                       Each
Company has full legal capacity and power to:


 


(a)                                  own
its assets in all the jurisdictions mentioned in relation to it in
Schedule 3; and


 


(b)                                 to
enter into this Deed and to carry out the transactions that it contemplates.


 


3.                                       Each
Company holds all Authorisations that are necessary or desirable to:


 


(a)                                  execute
this Deed and to carry out the transactions that it contemplates;


 


(b)                                 ensure
that this Deed is legal, valid, binding and admissible in evidence; or


 


(c)                                  enable
it to properly carry on its business,


 


and each Company is
complying with any conditions to which any of these Authorisations is subject.


 


4.                                       Any
corporate action that is necessary or desirable on the part of each Company to
authorise its entry into this Deed and its carrying out the transactions that
it contemplates has been taken.


 


5.                                       Each
Company is duly registered to carry on business in the jurisdictions specified
in relation to it in Schedule 3.


 


6.                                       Neither
Company owns property or conducts any business in any place other than those
places mentioned in relation to it in Schedule 3.


 


7.                                       The
copies of the constitutions, certified by the relevant secretaries of each
Company on the date of execution of this Deed, are true copies of the
constitutions of each of the Companies.


 


8.                                       To
the best of the knowledge and belief of OML, the:


 


(a)                                  minute
books and other records of meetings or resolutions of shareholders or
directors;


 


(b)                                 registers
and other statutory records;


 


 


2

















 


(c)                                  books
of account and financial records;


 


(d)                                 copies
of Taxation returns; and


 


(e)                                  other
documents and records relating to the business activities, property or
financial affairs,


 


of each Company are
complete and accurate in all respects and have been prepared in accordance with
all legal requirements.


 


9.                                       Each
Company has complied with all legal requirements for the filing of documents
and information with Government Agencies.


 


10.                                 Neither
Company has:


 


(a)                                  granted
any power of attorney otherwise than as is usual in the ordinary course of its
business; or


 


(b)                                 given
any authority under which a person could deal with all or part of that
Company’s assets or business.


 


11.                                 The
directors, secretary and public officer of each Company are as set out in
Schedule 3.


 


12.                                 The
information on the share capital of each Company is as set out in
Schedule 3.


 


13.                                 There
is no agreement, arrangement or understanding to which either of the Companies
or OML is a party which gives a right to any person upon a change in the
management or control of or ownership of any shares in either of the Companies.


 


14.                                 There
is no agreement, arrangement or understanding in force or security issued:


 


(a)                                  which
requires the present or future issue of; or


 


(b)                                 under
which any person has or may have the right (whether contingent or not) to
require the issue of; or


 


(c)                                  which
is convertible into or exchangeable for,


 


any shares or other
securities in either Company.


 


3

















 


15.                                 Neither
Company:


 


(a)                                  owns,
legally or beneficially, any share or other security of any body corporate; and


 


(b)                                 has
agreed to take up or acquire any share or offer security in any body corporate.


 


16.                                 Neither
Company has at any time since May 2002 carried on any business other than
holding a combined 20% interest in the Porgera Joint Venture.


 


17.                                 So
far as OML is aware, neither Company has at any time since its incorporation
carried on any business other than holding a combined 20% interest in the
Porgera Joint Venture.


 


18.                                 Neither
Company is insolvent and no controller has possession or control over any part
of their property or assets and no appointment of a controller has been
threatened.


 


19.                                 Neither
Company is in liquidation or under administration and, so far as OML is aware,
no proceedings have been brought or threatened or notice served for the purpose
of liquidating either of them or placing either of them under administration.


 


20.                                 To
the best of the knowledge and belief of OML, no writ of execution exists
against either of the Companies.


 


21.                                 Since
the Balance Date neither Company has passed any special resolution.


 


22.                                 Since
the Effective Date, there have not been any meetings of directors and/or
members of either Company.


 


The Shares


 


23.                                 OML
is the registered holder and the sole and absolute legal and beneficial owner
of the number and class of shares in the capital of each Company set out in
Schedule 1 opposite its respective name, free of any Encumbrance.


 


24.                                 OML
has full power and authority to enter into, and perform, the Amalgamation on
Completion.


 


25.                                 Each
of the Shares has been duly issued and allotted and is fully paid and no amount
is owed to either Company in respect of them.


 


26.                                 Any
restrictions on transfer of the Shares under the constitution of either Company
will be complied with or waived on or before Completion.


 


4

















 


27.                                 No
person is entitled to recover from either Company any fee, brokerage or
commission in connection with the purchase or sale of the Shares.


 


28.                                 Other
than under clause 8(b) of the Placer Substitution Deed and clause 19.2(b) of
the Joint Venture Agreement, to the best of the knowledge and belief of OML,
there is no third party with any rights, whether at law or in equity, by way of
pre-emption, injunction or first or subsequent refusal in respect of the
transfer of the legal or beneficial title to the Shares and no such rights have
been asserted, or their purported enforcement threatened.


 


29.                                 So
far as OML is aware, any and all third party consents or approvals as were
required under the terms of the Placer Substitution Deed to the acquisition of
the Companies as a result of OSL’s acquisition of OML were duly obtained and
any conditions attached to such consents complied with in all material
respects.


 


This Deed


 


30.                                 This
Deed constitutes the legal, valid and binding obligations of OML and each of
the Companies, enforceable against each of them in accordance with its terms
(except to the extent limited by equitable principles and laws affecting
creditors’ rights generally), subject to any necessary stamping or
registration.


 


31.                                 Neither
the execution of this Deed by OML, MRP or OMP nor the carrying out of the
transactions that it contemplates, does or will:


 


(a)                                  contravene
any law to which one of those parties or any of its property is subject or any
order of any Government Agency that is binding on it or any of its property;


 


(b)                                 contravene
the conditions of any Authorisation;


 


(c)                                  contravene
any agreement, undertaking or instrument binding on one of those parties or any
of its property; and


 


(d)                                 contravene
its constitution.


 


Assets


 


32.                                 In
these Warranties, “Assets”, in relation to a company, means all property
(including rights under Contracts) which are:


 


(a)                                  used
in or necessary for the conduct of the affairs of either Company; or


 


(b)                                 on
the premises of, or otherwise in the possession or under the control of, either
Company.


 


 


5

















 


33.                                 Since
the Balance Date, the affairs of each Company have been conducted in the
ordinary and normal course.


 


34.                                 Each
Company:


 


(a)                                  is
the sole legal and beneficial owner of;


 


(b)                                 has
possession and control of;


 


(c)                                  has
good and marketable title to;


 


(d)                                 has
not let on hire or hire purchase, disposed of, or agreed to let on hire or
purchase or dispose of any of; and


 


(e)                                  has
not granted any option to purchase any of,


 


the Assets which are
listed in Schedule 6 to this Deed in the proportions mentioned therein.


 


35.                                 There
are no Encumbrances, and neither Company has entered any agreement to give or
create any Encumbrance, and no claim has been made by any person to be entitled
to any Encumbrance, over any Assets.


 


36.                                 All
security (including any guarantee or indemnity) held by the Companies and
included in its Assets is valid and enforceable by the relevant Company against
the provider of that security in accordance with the terms of the security.


 


37.                                 So
far as OML is aware, there are no other tenements relevant to an undivided
holding in the Porgera Joint Venture which are not included in Schedule 6
to this Deed.


 


Insurance


 


38.                                 So
far as OML is aware, each insurance policy held by the manager of the Porgera
Joint Venture on behalf of the Companies is currently in full force and effect
and all applicable premiums paid.


 


39.                                 So
far as OML is aware, each insurance policy taken out by the manager of the
Porgera Joint Venture on behalf of the Companies is with an insurance company
duly authorised to carry on insurance business in Papua New Guinea:


 


(a)                                  for
the full replacement or reinstatement value of all its insurable property,
against fire, earthquake, flood and other risk normally insured against by
persons carrying on the same nature of business as that carried on by the
Companies; and


 


6

















 


(b)                                 in
relation to matters not involving insurable property, for amounts against those
risks (including workers compensation, product liability and public liability)
normally insured against by persons carrying on the same nature of business as
that carried on by the Companies.


 


40.                                 So
far as OML is aware, no claim is pending in respect of any policy of insurance
taken out by the manager of the Porgera Joint Venture on behalf of the
Companies.


 


41.                                 So
far as OML is aware, the insurance effected by the manager of the Porgera Joint
Venture on behalf of the Companies does not cover any asset other than those
owned or used by the Porgera Joint Venture, nor any risks or liabilities other
than those which may be incurred by the Porgera Joint Venture.


 


42.                                 So
far as OML is aware, the manager of the Porgera Joint Venture has not been
notified by any insurer that it is required or it is advisable for it to carry
out any maintenance, repairs or other works in relation to any of its assets of
the Porgera Joint Venture.


 


43.                                 (a)                                  So
far as OML is aware, the manager of the Porgera Joint Venture has effected
all  insurances required by law to be
effected by it in respect of the Porgera Joint Venture.


 


(b)                                 There
are no insurances required by law that either of the Companies is required to
effect in their own name.


 


Accounts & Financial
Position


 


44.                                 To
the best of the knowledge and belief of OML, the Year-End Accounts:


 


(a)                                  disclose
a true and fair view of the state of affairs, financial position, assets,
liabilities, income, expenses and results of each Company as at the Balance
Date and for the period ending on it, including full and adequate provision
for:


 


(i)                                     all
liability for Taxes; and


 


(ii)                                  gains
and losses, whether realised or unrealised, resulting from foreign currency
transactions;


 


(b)                                 are
in accordance with all applicable laws and regulations, and the accounting
policies and practices previously applied by the relevant Company’s external
accountants; and


 


(c)                                  are
consistent with generally accepted accounting principles under the
International Accounting Standards.


 


7

















 


45.                                 To
the best of the knowledge and belief of OML, the Half-Yearly Accounts:


 


(a)                                  disclose
a true and fair view of the state of affairs, financial position and details of
each of the assets, liabilities, income, expenses and results of each Company
as at the Effective Date and for the period ending on it, including full and
adequate provision for:


 


(i)                                     all
liability for Taxes (including current and deferred liabilities with contingent
liabilities noted); and


 


(ii)                                  gains
and losses, whether realised or unrealised, resulting from foreign currency
transactions;


 


(b)                                 are
in accordance with all applicable laws and regulations, and the accounting
policies and practices previously applied by the relevant Company’s external
accountants; and


 


(c)                                  are
consistent with generally accepted accounting principles under the
International Accounting Standards.


 


46.                                 To
the best of the knowledge and belief of OML, the financial performance
disclosed in the profit and loss statements of each Company for the 2 years up
to the Effective Date have not been affected (except as disclosed in those
statements) by any unusual or non-recurring items or other matter which renders
any results unusually high or low.


 


47.                                 Since
the Balance Date there has been no occurrence which has (either itself or
together with any other occurrence) materially and adversely affected the value
of the Shares, the financial position, profitability or prospects of each
Company or the business or any of the property or assets of each Company.


 


48.                                 (a)                                  There
are no actual, prospective, contingent or other liabilities or commitments of,
or claims asserted against, either Company (including contractual commitments)
as at the Balance Date other than those the existence and extent of which is
disclosed in its Year-End Accounts.


 


(b)                                 Since
the Balance Date neither Company has incurred or agreed to incur any actual or
contingent liability, obligation or expense which is material or is otherwise
than in the ordinary course of ordinary business.


 


49.                                 Neither
Company owns any plant and equipment, furniture or vehicles, other than an
interest in the plant and equipment, furniture and vehicles owned by, or on the
premises of, the Porgera Joint Venture as shown in the Year-End Accounts
(except for items acquired by the Porgera Joint Venture since the Balance
Date).


 


50.                                 The
basis of depreciation adopted by each Company in its financial statements
constitutes proper provision for depreciation.


 


8

















 


51.                                 To
the best of the knowledge and belief of OML, the books of account and other
trading and financial records (other than the Half-Yearly Accounts which is
dealt with in the Warranty set out at paragraph 45 of this Schedule 4 and
the Year-End Accounts which is dealt with in the Warranty set out at paragraph
44 of this Schedule 4):


 


(a)                                  have
been fully and properly maintained;


 


(b)                                 give
a true and fair view of the state of affairs and financial position of each
Company and their business;


 


(c)                                  are
in accordance with all applicable laws and regulations, and the accounting
policies and practices previously applied by each Company’s external
accountants; and


 


(d)                                 are
consistent with generally accepted accounting principles under the
International Accounting Standards.


 


52.                                 As
at the Completion Date there will be no outstanding Inter-Company Indebtedness
other than the Loan and the MRP/OMP Debt.


 


Information


 


53.                                 (a)                                  To
the best of the knowledge and belief of OML, all information disclosed (or
caused to be disclosed) by or on behalf of OML to Dome or its advisers in
relation to the Shares, the Companies and their respective assets (other than
information which relates specifically to the operations of the Porgera Joint
Venture) is complete and accurate in all material respects.


 


(b)                                 So
far as OML is aware, all information disclosed (or caused to be disclosed) by
or on behalf of OML to Dome or its advisers in relation to the operations of
the Porgera Joint Venture is complete and accurate in all material respects. In
this regard, DRD acknowledges that OSL, OML, MRP, OMP, Peter Botten, Michael
Sullivan, Austin Miller and Nigel Hartley of OSL, Richard Saywell and Michael
Quinn of Merrill Lynch, James Riddell of Deloittes and Neil Cole of NH Cole
& Associates, have not reviewed all information in relation to the
operations of the Porgera Joint Venture that has been disclosed, or caused to
have been disclosed, to DRD.


 


54.                                 (a)                                  So
far as OML is aware, the Data Room index does not deliberately include any
misleading or deceptive descriptions of the information contained in the Data
Room.


 


(b)                                 OML
has notified DRD of any  changes made to
the information in the Data Room.


 


55.                                 So
far as OML is aware, neither OML nor any of its related corporations
(including, without limitation, either of the Companies) have done anything to
prejudice or compromise its right to claim against Placer for any liabilities,
losses, damages,


9

















 


costs or expenses suffered or incurred by reason of Placer providing
information, which has been included in the Data Room or has otherwise been
provided by or on behalf of OML or Placer to DRD, that is inaccurate,
incomplete, misleading or deceptive.


 


56.                                 So
far as OML is aware, no information has been deliberately withheld from Dome or
its advisers which is not generally available but which would, if generally
available, be material to a decision by Dome whether to acquire the Shares and
if so on what terms, except as disclosed to Dome.


 


Litigation, Compliance
with Laws, etc.


 


57.                                 There
is no material suit, cause of action, proceeding, application, arbitration,
claim or investigation current, pending or threatened against any of the
Companies that relates to any period, or any act, matter or thing occurring,
prior to Completion.


 


58.                                 All
returns, notices and other documents required to be lodged or given by each
Company under the Companies Act or its predecessor and other relevant act and
regulations have been properly prepared and lodged or given.


 


59.                                 The
books, registers and records of each Company have been kept in accordance with
all applicable statutory requirements.


 


60.                                 Each
Company has observed and complied in all respects with the provisions of all
laws and regulations and all orders, notices, awards and determinations made by
any statutory or other competent authority in any way relating to or binding on
each Company or any property owned or occupied by either of them.


 


Employees


 


61.                                 Neither
of the Companies have any employees, and so far as OML is aware, neither
Company has ever had any employees.


 


OML


 


62.                                 OML:


 


(a)                                  is
a company limited by shares under the Companies Act;


 


(b)                                 has
full legal capacity and power:


 


(i)                                     to
own its property and assets and to carry on business; and


 


(ii)                                  to
enter into this Deed and to carry out the transactions that it contemplates.


 


10

















 


(c)                                  warrants
and represents that all corporate action has been taken that is necessary or
desirable to authorise its entry into this Deed and its carrying out the
transactions that it contemplates;


 


(d)                                 holds
each Authorisation that is necessary or desirable to:


 


(i)                                     execute
this Deed and to carry out the transactions that it contemplates;


 


(ii)                                  ensure
that this Deed is legal, valid, binding and admissible in evidence; or


 


(iii)                               enable
it to properly carry on its business,


 


and it is complying with
any conditions to which any of these Authorisations is subject.


 


63.                                 OML
has entered into this Deed in its own right and not as trustee of any trust.


 


64.                                 OML
is not insolvent and no controller has possession or control over any part of
its property or assets and, so far as OML is aware, no appointment of a
controller has been threatened.


 


65.                                 OML
is not in liquidation or under administration and so far as OML is aware, no
proceedings have been brought or threatened or notice served for the purpose of
liquidating it or placing it under administration.


 


66.                                 So
far as OML is aware, no writ of execution exists against OML.


 


Taxation


 


67.                                 As
at Completion, all Tax and duty returns required by law to be lodged or filed
by each Company have been properly lodged or filed and all such returns have
been fully and accurately completed, income has been fully and properly
disclosed and each deduction, rebate or credit claimed in them has been
properly claimed and is allowable.


 


68.                                 All
Taxes on or payable by each Company or on or measured by the assets of each
Company have been paid.


 


69.                                 Neither
Company has any liabilities in respect of unpaid or unassessed Taxes in excess
of Taxes fully provided for in the Accounts.


 


11

















 


70.                                 The
only liabilities for Tax of any Company arising since the Balance Date are
liabilities arising out of the normal business and trading activities of each
Company.


 


71.                                 So
far as OML is aware:


 


(a)                                  there
is no dispute between either Company and the Internal Revenue Commission of
Papua New Guinea regarding Taxes or any other matter;


 


(b)                                 there
is no investigation by the Internal Revenue Commission of Papua New Guinea
current or pending in respect of any payment or non-payment of Taxes by either
Company;


 


(c)                                  each
Company maintains all records that it is required to maintain by the Income Tax
Act 1959 (as amended) of Papua New Guinea.


 


12

















 


SCHEDULE 5


 


(Clause 11.3)


 


WARRANTY EXCEPTIONS


 


The following
facts do not of themselves constitute a breach of Warranties, as long as OML
has fully disclosed all relevant details of those facts below:


 


1.                                 In 2002 there was an event of force majeure which lasted for 2
months during which time operations at the Porgera mine were suspended.  This event of force majeure was a factor
which rendered the results for the 2nd half of 2002 unusually low.


 


2.                                 The 2001 income tax return for OMP requires amendment.


 


3.                                 The final lodging date for lodgement of the 2002 income tax return
for OMP has been extended until 30 November 2003.


 


The Warranty
at paragraph 45 of Schedule 4 is qualified as follows.


 


(a)                                  In preparation of the Half-Yearly Accounts, OML has applied
information contained in the monthly Porgera Joint Venture cost reports (“PJVCR”)
for the period January 2003 to June 2003 inclusive.  The Half-Yearly Accounts have been prepared
in accordance with the requirements set out in International Accounting
Standard 21: “The Effects of Changes in Foreign Exchange Rates” in converting
the Kina based financial information in the PJVCR to US dollars, specifically:


 


(i)                               all monetary assets and liabilities were translated into US dollars
on a monthly basis using the month end exchange rate; and


 


(ii)                            all non-monetary assets and liabilities were maintained at
historical US dollar exchange rates.


 


(b)                                 The information contained in the PJVCR is unaudited.


 


(c)                                  The Half-Yearly Accounts are unaudited.


 


(d)                                 The PJVCR provide information relating to the Porgera Joint Venture
operator’s future estimated processing costs for the Porgera Joint Venture. OML
has not adopted this particular information in the preparation of the
Half-Yearly Accounts on the basis that this information is unaudited and is
materially different from previous future estimated processing costs and the
audited information provided by the Porgera Joint Venture operator as at 31
December 2002.


 

















 


SCHEDULE 6


 


Tenements


 


SPLIT BETWEEN
SUBSIDIARIES


 


*                                         20% interest in Special Mining Lease SML 1P


 


*                                         20% interest in Lease for Mining Purposes LMP1

*                                         20% interest in Lease for Mining Purposes LMP2

*                                         20% interest in Lease for Mining Purposes LMP3

*                                         20% interest in Lease for Mining Purposes LMP4


 


*                                         20% interest in Mining Easement ME1P

*                                         20% interest in Mining Easement ME2P

*                                         20% interest in Mining Easement ME3P

*                                         20% interest in Mining Easement ME4P


 


*                                         20% interest in Lease for Mining Purposes LMP 41

*                                         20% interest in Lease for Mining Purposes LMP 61

*                                         20% interest in Lease for Mining Purposes LMP 72


 


*                                         20% interest in Mining Lease ML101


 


*                                         20% interest in Exploration Licence EL 454

*                                         20% interest in Exploration Licence EL 858


 












Note: * in
each case held 15% by Orogen Minerals (Porgera) Limited and 5% by Mineral
Resources Porgera Limited.


 


Agreements to which
Companies are party in relation to the Porgera Joint Venture


 


Party to the following agreements:


 


Mining Development Contract

Joint Venture Agreement

Operating Agreement


 

















 


SCHEDULE 7



(Clause
1.1)



AMALGAMATION PROPOSAL



Papua New Guinea





Companies
Act 1997



PROPOSAL FOR AMALGAMATION OF DOME RESOURCES (PNG) LIMITED,

MINERAL RESOURCES PORGERA LIMITED AND OROGEN MINERALS 

(PORGERA) LIMITED


 


Background


 


Orogen
Minerals Limited (OML) and Durban Roodepoort Deep Limited (DRD)
have proposed to reorganise and reconstruct the capital between their
respective subsidiaries of Mineral Resources Porgera Limited (MRP),
Orogen Minerals (Porgera) Limited (OMP) and Dome Resources (PNG) Limited (Dome).


 


The
reorganisation and reconstruction will be effected by way of the amalgamation
of Dome, MRP and OMP under part XIV of the Companies Act 1997.


 


This document
sets out the terms of the proposal to amalgamate Dome, MRP and OMP pursuant to
part XIV of the Companies Act 1997 with effect from the date the Registrar
of Companies issues a Certificate of Amalgamation.


 


Words used in
this document and the rules of interpretation that apply are set out in the
definitions and interpretation section at the back of this document.


 

















 


1.                                      Details of the Amalgamated Company


 


1.1                               Name
of the Amalgamated Company


 


Dome and MRP will
amalgamate into OMP.  OMP will continue
as the amalgamated company under the Companies Act (the Amalgamated Company).


 


1.2                               Registered
Office of the Amalgamated Company


 


The Registered Office of
the Amalgamated Company will be at the premises of O’Briens, Level 5, Defens
Haus, Cnr of Champion Parade and Hunter Street, Port Moresby, National Capital
District, Papua New Guinea.


 


1.3                               Board
of Directors


 


On the Effective Date, the Directors of the
Amalgamated Company will be as follows:


 


•             Mr Mark
Wellesley-Wood of Dolphin House Hayles Lane, Slingford, West Sussex, R H 1345
N, United Kingdom.


 


•             Steven
Richard O’Brien of Apartment 20, Chesterfield Idibana, Section 18, Lot
11,Chesterfield St, Granville, Port Moresby, National Capital District, Papua
New Guinea.


 


•             Mr
Richard Johnson of c/- Durban Roodepoort Deep, Limited, 45 Empire Road,
Parktown, Johannesburg, Republic of South Africa.


 


•             Mr Fred
Kowas of c/- TGM Offices, Waigani Drive, Hohola, National Capital District,
Papua New Guinea.


 


1.4                               Secretary
of Amalgamated Company


 


The Secretary of the
Amalgamated Company will be Steven Richard O’Brien.


 


1.5                               Address
for Service


 


The Address for Service
of the Amalgamated Company will be at the premises of O’Briens, Level 5, Defens
Haus, Corner of Champion Parade and Hunter Street, Port Moresby, National
Capital District, Papua New Guinea.


 


2.                                      Corporate Reorganisation / Amalgamation


 


Pursuant to the terms of
the Amalgamation Deed, at the time of the Amalgamation becoming effective:


 


(a)                                  In
discharge of the obligations of Dome to issue shares to DRD (Isle of Man)
Limited (DRD
(IoM))
in consideration of the payment of subscription monies, the Amalgamated Company
will issue the Capitalisation Shares to DRD (IoM).


 


(b)                                 OML
will assign the loan of up to US$18,165,739 owed by OMP as at the Completion
Date under the Amalgamation Deed to OML (the OMP Loan) to 


 


2

















 


DRD (IoM) or its nominee
in consideration of the payment by DRD (IoM) or its nominee of the face value
of the OMP Loan.


 


(c)                                  All
of the shares in Dome owned by Dome Resources Pty Ltd (formerly Dome Resources
NL) will not be converted into shares in the Amalgamated Company and the sum of
US$1.00 will be paid to Dome Resources Pty Ltd as compensation.


 


(d)                                 All
of the shares in MRP will not be converted into shares in the Amalgamated
Company and the MRP Cancellation Amount will be paid to OML as compensation.


 


(e)                                  All
the shares in OMP will not be converted into shares in the Amalgamated Company
and the OMP Cancellation Amount will be paid to OML as compensation.


 


(f)                                    The
base consideration payable to OML under paragraph (d) and (e) above, before the
adjustments under the Amalgamation Deed, will be approximately US$55.644
million.1 This amount may be satisfied by the issue of up to US$21.138 million
of ordinary DRD shares with the balance payable in cash (by bank cheque or
telegraphic transfer). The aggregate consideration will be divided between the
compensation amounts for the OMP and MRP shares on the basis of OMP:75% and
MRP:25%.


 


(g)                                 To
the extent necessary, DRD (IoM) will lend any further funds to the Amalgamated
Company necessary to complete the terms of the Amalgamation in accordance with
this Proposal and the terms of the Amalgamation Deed.


 


3.                                      Share Structure of Amalgamated Company


 


Following the
Amalgamation, the Capitalisation Shares will represent all of the ordinary shares
on issue in the Amalgamated Company.


 


4.                                      Constitution


 


The constitution of the
Amalgamated Company will be the constitution of Dome existing immediately prior
to the Amalgamation.


 


5.                                      Effective Date of Amalgamation


 


The Effective Date of
Amalgamation is proposed to be the later of:


 


(a)                                  the
day after the date that the one month notification period under
section 234(4) of the Companies Act elapses;


 


(b)                                 the
Completion Date under the Amalgamation Deed; and


 












(1)                                  Base
Consideration (US$73.810m) less than the Initial Loan Balance (US$18,165,739).


 


3

















 


(c)                                  such
other day as the Registrar of Companies approves the application to amalgamate
and issues a Certificate of Amalgamation.


 


6.                                      Shareholder Approval Required


 


Shareholder approvals
will be required from Dome Resources Pty Ltd and OML to give effect to the
Amalgamation.


 


7.                                      Conditions and Arrangements necessary to complete Amalgamation


 


(a)                                  Approval
will be required from the Controller of Foreign Exchange for:


 


(i)                                     the
issue of the shares in OMP to DRD (IoM);


 


(ii)                                  for
the acquisition by OML of the DRD Shares;


 


(iii)                               the
assignment of the OMP Loan to DRD or its nominee and the continuing terms of
the OMP Loan;


 


(iv)                              any
further debt funding from DRD (IoM) to the Amalgamated Company necessary to
complete the Amalgamation.


 


(b)                                 Recertification
will be required by the Investment Promotion Authority for OMP as the
Amalgamated Company.


 


(c)                                  Compliance
with and fulfilment of the conditions in the Amalgamation Deed will also be
required.


 


8.                                      Effecting the Amalgamation


 


Assuming all conditions
to the Amalgamation are satisfied or waived, the arrangements necessary to
effect the Amalgamation are:


 


(a)                                  lodgement
of this Proposal and other documents prescribed by the Companies Act with the
Registrar of Companies; and


 


(b)                                 the
Registrar of Companies issuing a Certificate of Amalgamation.


 


9.                                      Effect of the Amalgamation pursuant to the Companies Act


 


On the Effective Date:


 


(a)                                  The
Amalgamation will be effective;


 


(b)                                 The
Registrar will remove Dome and MRP from the Register, and otherwise give effect
to the Amalgamation;


 


4

















 


(c)                                  The
Amalgamated Company succeeds to all the property, rights, powers and the
privileges of each of MRP and Dome and all of the property, rights, powers and
the privileges of OMP continue in the Amalgamated Company;


 


(d)                                 The
Amalgamated Company succeeds to all the liabilities and obligations of each of
MRP and Dome and all of the liabilities and obligations of OMP continue in the
Amalgamated Company;


 


(e)                                  Proceedings
pending by, or against MRP or Dome may be continued by, or against the
Amalgamated Company and all proceedings pending by or against OMP continue in
the Amalgamated Company;


 


(f)                                    A
conviction, ruling, order or judgement in favour of or against MRP or Dome may
be enforced by, or against, the Amalgamated Company and all convictions,
rulings, orders or judgments in favour of or against OMP continue in the
Amalgamated Company; and


 


(g)                                 The
rights and obligations of Dome, OMP and MRP to each other will merge and be
extinguished.


 


10.                               Definitions & Interpretation


 


10.1                        Definitions


 


In this document:


 


Amalgamated Company
means OMP after the Amalgamation.


 


Amalgamation means
the amalgamation of OMP, MRP and the Dome to continue as OMP in accordance with
this proposal and the applicable amalgamation provisions of Part XIV of the Companies
Act.


 


Amalgamation Deed
means the Deed dated [   ]
October 2003 and executed by Oil Search Limited, OML, OMP, MRP, Dome, DRD
(IoM) and Durban Roodepoort Deep, Limited.


 


Capitalisation Shares
means 50,000,000 fully paid ordinary shares in the capital of the Amalgamated
Company.


 


Companies Act means
the Companies
Act 1997 (PNG).


 


Completion Date has
the meaning given to that term in the Amalgamation Deed.


 


Effective Date has
the meaning given to that term in clause 5 of this proposal.


 


MRP Cancellation Amount
has the meaning given to that term in the Amalgamation Deed.


 


5

















 


OMP Cancellation Amount
has the meaning given to that term in the Amalgamation Deed.


 


Proposal means the
proposal contained within this document for the Amalgamation.


 


Registrar of Companies
means the Registrar of Companies under the Companies Act.


 


6

















 


SCHEDULE 8



(Clause
1.1)



AMALGAMATION IMPLEMENTATION PROCEDURES


 


1.                                       The boards of Dome, OMP and MRP must resolve that the Amalgamation
is in the best interests of the relevant company and that the directors are
satisfied that upon Amalgamation the Amalgamated Company will be solvent.
Certificates from the directors of each of Dome, OMP and MRP stating the above
must be signed and must set out the grounds for that opinion.


 


2.                                       The shareholders of each of Dome, OMP and MRP must be provided at
least one month prior to the date of effect of the Amalgamation with prescribed
documents including the following:


 


(a)                                  a
copy of the Amalgamation proposal and a copy of the certificates given by the
directors of the relevant company;


 


(b)                                 a
statement of the material interests of the relevant company’s directors in the
transaction;


 


(c)                                  a
statement of the shareholders’ rights under section 91 of the Companies
Act (these are rights to have their shares bought back by the relevant company);


 


(d)                                 such
further information and explanation as is necessary for the shareholders of
each of Dome, OMP and MRP to understand the transaction.


 


3.                                       Shortly after receiving the information referred to in paragraph 2
above, the shareholders of each of Dome, OMP and MRP must approve the
Amalgamation proposal by special resolution.


 


4.                                       The secured creditors of each of Dome, OMP and MRP must be provided
with a copy of the Amalgamation proposal and it must be publicly advertised at
least one month prior to the date of effect of the Amalgamation.


 


5.                                       After approval of the shareholders of Dome, OMP and MRP has been
received, and all other Conditions Precedent have been satisfied (or waived),
the directors’ certificates referred to above and other documents must be
lodged with the Registrar for registration.


 


6.                                       The secretaries of the amalgamating companies must sign a memorandum
acknowledging and agreeing that all conditions set out in this Deed to the
Amalgamation taking effect (with the exception of matter to be attended to on
the Completion) have been fulfilled and it is in order for the Registrar to
proceed with the issuing of the amalgamation certificate.


 


7.                                       The Amalgamation will be effective on the date specified on the
certificate of amalgamation issued by the Registrar.


 

















 


SCHEDULE 9



PLACER CONSENT


(clause 18.2)


 


Background


 


The
arrangements set out in this schedule govern the parties’ rights and
obligations in the event that Placer commences, or threatens to commence, any
Proceedings, and have been agreed as a result of OSL’s and OML’s belief that
the consent of Placer under clause 8(b) of the Placer Substitution Deed is not
required.


 


Consent issue


 


DRD (IoM)
acknowledges that it is the view of OML and OSL that the consent of Placer
under clause 8(b) of the Placer Substitution Deed is not required.  To ensure that the prospects of defending
any Proceedings are maximised, OML agrees that if Proceedings are commenced by
Placer, if requested to do so by DRD (IoM), OML will seek the consent of Placer
on a “without prejudice” basis.  DRD
(IoM) will provide information reasonably required to accompany the request.


 


Rights and obligations of
the parties


 


The parties
agree that if Placer commences, or threatens to commence, Proceedings
(irrespective of whether such action or event occurs before or after
Completion), each party will use their best endeavours:


 


(a)                                  to expeditiously resolve the dispute to enable the Amalgamation to
proceed and in doing so, OSL and OML must, and must procure that each entity
controlled by OSL, actively pursue all reasonable defences to any Proceedings;
and


 


(b)                                 until the Proceedings are resolved, to maintain the status quo with
respect to the Porgera Joint Venture, including (without limitation) ensuring
that OMP’s and MRP’s percentage interests in the Porgera Joint Venture are not
diluted (without the consent of DRD (IoM)).


 


(a)                                  Access to information


 


(1)                                  OSL
must keep DRD (IoM) informed on an on-going basis of the status of, and any
developments in relation to, the Proceedings (actual or threatened) of which
OSL, OML and each entity controlled by OSL (OSL Party) is aware with the
objective of enabling DRD (IoM):


 


(A)                              to
be fully informed as to all material matters affecting the Proceedings (actual
or threatened);


 

















 


(B)                                to
advise OML and any OSL Party of DRD (IoM)’s view in relation to the proposed
responses and proposed actions in relation to any developments affecting an OSL
Party; and


 


(C)                                if
required, to enforce the obligations of any OSL Party under this Deed.


 


(2)                                  OSL
and OML must, and must procure that each entity controlled by OSL, allow DRD
(IoM) and its advisers to investigate in a manner which does not unreasonably
interfere with the conduct of the business of the relevant OSL Party, at DRD
(IoM)’s expense, the matter or circumstance alleged to give rise to Placer’s
claim and for such purpose, OSL must (subject to any applicable confidentiality
obligations) ensure that it, OML and any entity controlled by OSL gives all
such information and assistance, relevant to the Proceedings and the
circumstances alleged to give rise to the Proceedings including access to
relevant books and records and personnel, 
and the right to examine and copy (at DRD (IoM)’s expense) any relevant
assets, accounts, documents and records that DRD (IoM) or its advisers may
reasonably request.


 


(3)                                  DRD
(IoM) may disclose all information provided to it under clause (a)(2) of this
Schedule 9 to any related corporation of DRD (IoM) and its legal advisers,
but otherwise agrees to keep all such information confidential and only use it
for the purposes of the Proceedings until the Proceedings are complete.


 


(b)                                  Conduct of proceedings


 


(1)                                  OML
and OSL are obliged to consent, and must procure that each entity controlled by
OSL consents, to any application made by Dome, DRD (IoM) or any entity
controlled by DRD to be joined as a party to any Proceedings.


 


(2)                                  Unless
expressly stated in clause 18.1 or this Schedule 9 to the contrary, each
party shall bear their own costs in relation to any Proceedings.


 


(c)                                  Post-Completion action


 


If after Completion,
Placer commences, or threatens to commence, any Proceedings against one or more
of the parties arising from or relating to a failure to obtain the agreement of
Placer in accordance with clause 8(b) of the Placer Substitution Deed and:


 


(1)                                  Placer
obtains a final order from any Court with jurisdiction to hear the matter; or


 


(2)                                  there
is a compromise (in the case of Dome with the prior consent of OML) of
proceedings actually commenced or threatened in writing between Placer and any
or all of the parties to this Deed,


 


which order or compromise
requires Dome or DRD (IoM) to divest any of the Shares the subject of the
Amalgamation, unwind the Amalgamation or otherwise transfer its interest or the
benefit derived from the interest in the Porgera Joint Venture to OML (or its
related corporations), then notwithstanding any other provision of this Deed:


 


2

















 


(3)                                  if
such order or compromise requires Dome or DRD (IoM) to divest all of the Shares
the subject of the Amalgamation, unwind the Amalgamation or otherwise transfer
the whole of its interest or the benefit derived from the interest in the
Porgera Joint Venture to OML (or its related corporations), then the parties
agree to act in good faith and use their best endeavours to put each party back
to the position that they would have been had Completion not occurred;


 


(4)                                  if
such order or compromise requires Dome or DRD (IoM) to divest part (but not
all) of the Shares the subject of the Amalgamation, partially unwind the
Amalgamation or otherwise transfer part of its interest or the benefit derived
from the interest in the Porgera Joint Venture to OML (or its related
corporations), then the parties agree to act in good faith and use their best
endeavours to put each party in the position they would have been in had they
only acquired the interest in the Porgera Joint Venture retained.


 


For the avoidance of
doubt, OSL’s obligations in the event that an order or compromise requires Dome
or DRD (IoM) to divest any of the Shares the subject of the Amalgamation or
unwind the Amalgamation are not restricted by the indemnity provided in clause
18.1, and extends to the full amount of consideration paid by or on behalf of
DRD (IoM) and Dome to OML under this Deed (being the Completion Value).


 


3

















 


SCHEDULE 10



SCHEDULE OF FEES FOR PROVIDING ASSISTANCE TO PREPARE ACCOUNTS AND TAX
RETURNS



(clauses
10.1 and 10.2)


 


	
  Managers

  	
   

  	
  $149 per hour (or $1,192
  per day based on an 8 hour day)

  
	
  National accountants in
  PNG

  	
   

  	
  $72.375 per hour (or
  $579 per day based on an 8 hour day)

  



 

















 


	
  EXECUTED
  as a deed.

  	
   

  
	
   

  	
   

  
	
  Signed
  by

  	
   

  
	
  Mineral
  Resources Porgera Limited

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
  /s/ T. Wilson

  	
   

  	
  /s/ M. G. Sullivan

  	
   

  
	
   

  	
   

  
	
  Secretary/Director General Counsel/Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  T. Wilson

  	
   

  	
  M. G. Sullivan

  	
   

  
	
   

  	
   

  
	
  Name (please print) Name (please print)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed
  by

  	
   

  
	
  Orogen
  Minerals (Porgera) Limited

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
  /s/ T. Wilson

  	
   

  	
  /s/ M. G. Sullivan

  	
   

  
	
   

  	
   

  
	
  Witness General Counsel/Group Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  T. Wilson

  	
   

  	
  M. G. Sullivan

  	
   

  
	
   

  	
   

  
	
  Name (please print) Name (please print)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed
  by

  	
   

  
	
  Orogen
  Minerals Limited

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
  /s/ T. Wilson

  	
   

  	
  /s/ M. G. Sullivan

  	
   

  
	
   

  	
   

  
	
  Witness General Counsel/Group Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  T. Wilson

  	
   

  	
  M. G. Sullivan

  	
   

  
	
   

  	
   

  
	
  Name (please print) Name (please print)

  	
   

  
							



 


2

















 


	
  Signed
  by

  	
   

  
	
  Oil
  Search Limited

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
  /s/ T. Wilson

  	
   

  	
  /s/ M. G. Sullivan

  	
   

  
	
   

  	
   

  
	
  Witness General Counsel/Group Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  T. Wilson

  	
   

  	
  M. G. Sullivan

  	
   

  
	
   

  	
   

  
	
  Name (please print) Name (please print)

  	
   

  
	
   

  	
   

  
	
  Signed
  for

  	
   

  
	
  Dome
  Resources (PNG) Limited

  	
   

  
	
  by its attorney in

  	
   

  
	
  the presence of:

  	
   

  
	
   

  	
   

  
	
  /s/ D.J. Pretorius

  	
   

  	
  /s/ Ian Murray

  	
   

  
	
   

  	
   

  
	
  Witness

  	
  Director

  
	
   

  	
   

  
	
  D.J. Pretorius

  	
   

  	
  Ian Murray

  	
   

  
	
   

  	
   

  
	
  Name (please print) Name (please print)

  	
   

  
					



 


3

















 


	
   

  	
   

  
	
  Signed
  for

  	
   

  
	
  DRD
  (Isle of Man) Limited

  	
   

  
	
  by its attorney in

  	
   

  
	
  the presence of:

  	
   

  
	
   

  	
   

  
	
  /s/ D.J. Pretorius

  	
   

  	
  /s/ Ian Murray

  	
   

  
	
   

  	
   

  
	
  Witness

  	
  Director

  
	
   

  	
   

  
	
  D.J. Pretorius

  	
   

  	
  Ian Murray

  	
   

  
	
   

  	
   

  
	
  Name (please print) Name (please print)

  	
   

  
	
   

  	
   

  
	
  Signed
  for

  	
   

  
	
  Durban
  Roodepoort Deep, Limited

  	
   

  
	
  by its representative

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
  /s/ Andrew Hooper-Nguyen

  	
   

  	
  /s/ Anton Lubbe

  	
   

  
	
   

  	
   

  
	
  Witness

  	
  Representative

  
	
   

  	
   

  
	
  Andrew Hooper-Nguyen

  	
   

  	
  Anton Lubbe

  	
   

  
	
   

  	
   

  
	
  Name (please print) Name (please print)

  	
   

  



 


4

















 


ANNEXURE A



ACKNOWLEDGMENT AND UNDERTAKING


 


 


Orogen
Minerals Limited (“OML”) hereby acknowledges, makes the
following representations in favour of, and provides the following undertakings
to, Durban Roodepoort Deep, Limited (“DRD”) (all terms used herein and not
otherwise defined shall have the meaning ascribed to such terms under
Regulation S promulgated under the U.S. 
Securities Act of 1933, as amended):


 


(a)                                  OML warrants and represents to DRD, and agrees that:


 


(1)                                  OML
is not located in the United States and is not a U.S. person;


 


(2)                                  for
a period of 40 days after the date when the relevant ordinary shares in the
capital of DRD (DRD Shares) are issued to OML under the Deed of Amalgamation
between Mineral Resources Porgera Limited, Orogen Minerals (Porgera) Limited,
OML, Oil Search Limited, Dome Resources (PNG) Limited and DRD dated [insert date]
(Deed of
Amalgamation), OML will not offer or sell, pledge or otherwise
transfer them except outside the United States, to persons who are not U.S.
persons, in offshore transactions that comply with Regulation S under the U.S.
Securities Act;


 


(3)                                  OML
is not a dealer or a person receiving a selling concession fee or other
remuneration for offering or selling DRD shares;


 


(4)                                  OML
is aware that the issue of DRD Shares pursuant to the Deed of Amalgamation is
not pursuant to a public offering within the meaning of U.S. securities law,
that the DRD Shares OML will receive will not have been and will not be
registered under the U.S. Securities Act and the DRD Shares OML will receive
may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons other than as provided in paragraph (a)(5) of this
undertaking;


 


(5)                                  the
DRD Shares OML is issued may only be offered, resold, pledged or otherwise
transferred within the United States or to, or for the account or benefit of,
U.S. persons after the end of the 40 day period:


 


(i)                                     in
accordance with an exemption from the registration requirements of the U.S.
Securities Act;


 


(ii)                                  pursuant
to an effective registration statement,


 


and in accordance with
any applicable securities laws of any State of the United States or any other
applicable jurisdiction;


 

















 


(6)                                  the
DRD Shares issued to OML must not be used, delivered or deposited to obtain DRD
American Depositary Shares (ADSs) or DRD American Depositary Receipts
evidencing DRD ADSs (ADRs) during the 40 day period referred to
above; and


 


(7)           DRD’s registrar or transfer agent may
refuse to register any transfer of DRD Shares in violation of the restrictions
set out above and DRD’s depository for its ADR facility may refuse to accept
for deposit in the facility DRD Shares transferred or deposited in violation of
those restrictions or the U.S. Securities Act.


 


(b)           DRD is not issuing the DRD Shares to
OML under the Deed of Amalgamation for the purposes of OML selling or
transferring them, or granting, issuing or transferring interests in, or
options over, them in Australia (other than under one of the exemptions
provided in section 708 of the Corporations Act 2001 (Cth)) and OML
represents, warrants and agrees that it is its present intention not to dispose
of those DRD Shares in Australia within 12 months of their issue unless such
disposal is within one of the exemptions provided in section 708 of the
Corporations Act 2001 (Cth).


 


(c)                                  Provided that the DRD Shares issued to OML under the Deed of
Amalgamation have been endorsed by the South African Reserve Bank as belonging
to a non-resident South African, those shares are tradeable on the JSE
Securities Exchange South Africa. Should OML wish to sell or transfer, or offer
to sell or transfer, any of the DRD Shares issued to it under the Deed of
Amalgamation under an off-market or private transaction to South African
residents, OML must comply with section 141 of the South African Companies
Act, 61 of 1973. Furthermore, South African residents would require South
African Reserve Bank approval to enter into any such off-market or private
transaction.


 


	
  DATED
  this       day of     
  20

  	
   

  
	
   

  	
   

  
	
  Signed
  by

  	
   

  
	
  Orogen
  Minerals Limited

  	
   

  
	
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Secretary/Director

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name (please print) Name (please print)

  	
   

  
						



 


2

















 


ANNEXURE B


 


 


LOAN ASSIGNMENT AGREEMENT


 

















 


ANNEXURE C


 


 


INDEMNITY