<PAGE>

EXHIBIT 4.18                                                      EXECUTION COPY

                              GFI-SA LOAN AGREEMENT

                                     Amongst

                 LEXSHELL 579 INVESTMENTS (PROPRIETARY) LIMITED
             (WHICH IS TO BE RENAMED "MVELAPHANDA GOLD (PROPRIETARY)
         LIMITED" OR SUCH OTHER NAME SELECTED THAT IS ACCEPTABLE TO THE
                             REGISTRAR OF COMPANIES)

                             FIRSTRAND BANK LIMITED
                (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

                         GFI MINING SOUTH AFRICA LIMITED
                 (WHICH IS TO BE CONVERTED TO A PRIVATE COMPANY)

                               GOLD FIELDS LIMITED

                        GOLD FIELDS AUSTRALIA PTY LIMITED

                                       and

                          GOLD FIELDS GUERNSEY LIMITED

                                                             [DENEYS REITZ LOGO]

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
1.         PARTIES...........................................................................................     1
2.         DEFINITIONS AND INTERPRETATION....................................................................     1
2.1        GENERAL DEFINITIONS...............................................................................     1
2.2        FINANCIAL DEFINITIONS.............................................................................    23
2.3        INTERPRETATION AND CONSTRUCTION...................................................................    26
3.         INTRODUCTION......................................................................................    32
4.         CONDITIONS........................................................................................    32
4.1        INITIAL CONDITIONS PRECEDENT......................................................................    32
4.3        FURTHER CONDITIONS TO ADVANCE OF LOAN AMOUNTS.....................................................    33
4.4        WAIVER OF CONDITIONS PRECEDENT....................................................................    33
4.5        TERMINATION.......................................................................................    33
5.         PURPOSE...........................................................................................    33
5.1        PURPOSE...........................................................................................    33
5.2        MONITORING........................................................................................    34
6.         ARRANGEMENTS BETWEEN THE FINANCE PARTIES..........................................................    34
6.1        ACKNOWLEDGEMENT OF TERMS OF THE INTERCREDITOR AGREEMENT...........................................    34
6.2        INSTRUCTIONS TO SENIOR AGENT......................................................................    34
6.3        AMENDMENTS TO THE INTERCREDITOR AGREEMENT AND SUBSTITUTION OF SENIOR AGENT........................    34
6.4        GFL AS AGENT FOR THE GUARANTORS...................................................................    34
7.         LOAN..............................................................................................    35
8.         REPAYMENT.........................................................................................    35
9.         INTEREST..........................................................................................    35
10.        GUARANTEE.........................................................................................    35
10.1       GUARANTEE.........................................................................................    35
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
10.2       TERM OF GUARANTEE.................................................................................    36
10.3       SPECIAL PROVISIONS................................................................................    36
11.        SUBORDINATION.....................................................................................    38
12.        PREPAYMENTS.......................................................................................    39
13.        INDEMNITY TO THE SENIOR AGENT.....................................................................    40
14.        DEFAULT INTEREST..................................................................................    41
15.        COSTS, FEES AND EXPENSES..........................................................................    41
15.1       STRUCTURING FEE...................................................................................    41
15.2       TRANSACTION EXPENSES..............................................................................    41
15.3       AMENDMENT COSTS...................................................................................    42
15.4       ENFORCEMENT COSTS.................................................................................    42
15.5       VALUE ADDED TAX...................................................................................    42
16.        REPRESENTATIONS AND WARRANTIES....................................................................    42
16.1       REPRESENTATIONS AND WARRANTIES....................................................................    43
16.1.1     STATUS............................................................................................    43
16.1.2     POWER AND AUTHORITY...............................................................................    43
16.1.3     BINDING OBLIGATIONS...............................................................................    43
16.1.4     NON-CONFLICT WITH OTHER OBLIGATIONS...............................................................    43
16.1.5     VALIDITY AND ADMISSIBILITY IN EVIDENCE............................................................    43
16.1.6     NO DEFAULT........................................................................................    44
16.1.7     NO MISLEADING INFORMATION.........................................................................    44
16.1.8     FINANCIAL STATEMENTS..............................................................................    44
16.1.9     PARI PASSU RANKING................................................................................    45
16.1.10    NO PROCEEDINGS PENDING OR THREATENED..............................................................    45
16.1.11    NO WINDING-UP.....................................................................................    45
16.1.12    NO ENCUMBRANCES...................................................................................    45
16.1.13    ASSETS............................................................................................    46
16.1.14    INSURANCE.........................................................................................    46
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
16.1.15    ENVIRONMENTAL COMPLIANCE..........................................................................    46
16.1.16    ENVIRONMENTAL CLAIMS..............................................................................    46
16.1.17    TAXATION..........................................................................................    46
16.1.18    OWNERSHIP OF GFI-SA...............................................................................    47
16.1.19    NO MATERIAL ADVERSE EFFECT........................................................................    47
16.2       REPETITION........................................................................................    47
16.3       RELIANCE..........................................................................................    48
17.        INFORMATION UNDERTAKINGS..........................................................................    48
17.1       FINANCIAL STATEMENTS..............................................................................    48
17.2       COMPLIANCE CERTIFICATE............................................................................    49
17.3       REQUIREMENTS AS TO FINANCIAL STATEMENTS...........................................................    49
17.4       ACCESS TO RECORDS.................................................................................    51
17.5       INFORMATION : MISCELLANEOUS.......................................................................    51
17.6       NOTIFICATION OF DEFAULT...........................................................................    51
18.        FINANCIAL COVENANTS...............................................................................    52
18.1       FINANCIAL CONDITION...............................................................................    52
18.2       FINANCIAL TESTING.................................................................................    52
18.3       BREACH OF A FINANCIAL CONDITION UNDERTAKING.......................................................    52
19.        GENERAL UNDERTAKINGS..............................................................................    53
19.1       AUTHORISATION.....................................................................................    53
19.2       COMPLIANCE WITH LAWS..............................................................................    53
19.3       NEGATIVE PLEDGE...................................................................................    53
19.4       DISPOSALS AND MERGERS.............................................................................    54
19.5       CHANGE OF BUSINESS................................................................................    55
19.6       INSURANCE.........................................................................................    55
19.7       ENVIRONMENTAL COMPLIANCE..........................................................................    55
19.8       ENVIRONMENTAL CLAIMS..............................................................................    56
19.9       TAXATION..........................................................................................    56
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
19.10      MAINTENANCE OF LEGAL STATUS.......................................................................    56
19.11      CLAIMS PARI PASSU.................................................................................    56
20.        DEFAULT...........................................................................................    57
20.1       EVENTS OF DEFAULT.................................................................................    57
20.1.1     NON-PAYMENT.......................................................................................    57
20.1.2     FINANCIAL COVENANTS...............................................................................    57
20.1.3     OTHER OBLIGATIONS.................................................................................    57
20.1.4     MISREPRESENTATION.................................................................................    58
20.1.5     CROSS-DEFAULT.....................................................................................    58
20.1.6     INSOLVENCY........................................................................................    59
20.1.7     INSOLVENCY PROCEEDINGS............................................................................    59
20.1.8     FAILURE TO COMPLY WITH FINAL JUDGEMENT............................................................    60
20.1.9     CREDITORS' PROCESS................................................................................    60
20.1.10    UNLAWFULNESS......................................................................................    60
20.1.11    REPUDIATION AND UNENFORCEABILITY..................................................................    61
20.1.12    GOVERNMENTAL INTERVENTION.........................................................................    61
20.1.13    BREACH OF TRANSACTION DOCUMENTS...................................................................    61
20.1.14    MATERIAL ADVERSE EFFECT...........................................................................    62
20.1.15    CESSATION OF BUSINESS.............................................................................    62
20.1.16    LITIGATION........................................................................................    62
20.1.17    CHANGE IN CONTROL.................................................................................    62
20.1.18    OWNERSHIP OF GFI-SA...............................................................................    62
20.2       ACCELERATION......................................................................................    62
20.3       REMEDY............................................................................................    64
21.        DISCLOSURE OF INFORMATION BY TRANSACTION AGENT AND EXCLUSION OF TRANSACTION AGENT'S LIABILITY.....    64
22.        CESSION, DELEGATION AND ASSIGNMENT................................................................    66
22.1       NO CESSION, DELEGATION OR ASSIGNMENT..............................................................    66
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
22.2       SPLITTING OF CLAIMS...............................................................................    66
23.        PAYMENT MECHANICS.................................................................................    67
23.1       PAYMENTS..........................................................................................    67
23.2       NO WITHHOLDING....................................................................................    67
24.        CHANGE IN CIRCUMSTANCES, INCREASED COSTS OR ILLEGALITY............................................    67
25.        CONFIDENTIALITY...................................................................................    68
26.        MISCELLANEOUS.....................................................................................    70
26.1       RENUNCIATION OF BENEFITS..........................................................................    70
26.2       ACCOUNTS AND CERTIFICATES.........................................................................    70
26.3       SOLE AGREEMENT....................................................................................    70
26.4       NO IMPLIED TERMS..................................................................................    70
26.5       NO VARIATION......................................................................................    70
26.5.2     EXTENSIONS AND WAIVERS............................................................................    71
26.7       FURTHER ASSURANCES................................................................................    71
26.8       WAIVER OF DEFENCES................................................................................    71
26.9       INDEPENDENT ADVICE................................................................................    73
26.10      COUNTERPARTS......................................................................................    73
26.11      WAIVER OF IMMUNITY................................................................................    73
27.        NOTICES AND DOMICILIA.............................................................................    73
28.        GOVERNING LAW.....................................................................................    75
29.        JURISDICTION......................................................................................    75
30.        SEVERABILITY......................................................................................    75
31.        STIPULATIONS FOR THE BENEFIT OF TRANSACTION PARTICIPANTS..........................................    76
SCHEDULE 1 : PART 1 : FINANCIAL CLOSE DOCUMENTS..............................................................    79
SCHEDULE 1 : PART 2 : FORM OF FORMALITIES CERTIFICATE........................................................    85
SCHEDULE 2 : PART 1 : ACCEPTANCE OF BENEFITS.................................................................    88
SCHEDULE 2 : PART 2 : FORM OF ACCESSION DEED.................................................................    90
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
SCHEDULE 3 : FORM OF COMPLIANCE CERTIFICATE..................................................................    92
SCHEDULE 4 : DISCLOSURE SCHEDULE.............................................................................    94
SCHEDULE 5 : FORM OF LOAN SUPPLEMENT.........................................................................    96
</TABLE>

<PAGE>

                              GFI-SA LOAN AGREEMENT

1.     PARTIES

1.1          The Parties to this Agreement are:

1.1.1                LEXSHELL 579 INVESTMENTS (PROPRIETARY) LIMITED (WHICH IS TO
                     BE RENAMED "MVELAPHANDA GOLD (PROPRIETARY) LIMITED" OR SUCH
                     OTHER NAME SELECTED THAT IS ACCEPTABLE TO THE REGISTRAR OF
                     COMPANIES);

1.1.2                FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT
                     BANK DIVISION);

1.1.3                GFI MINING SOUTH AFRICA LIMITED (WHICH IS TO BE CONVERTED
                     TO A PRIVATE COMPANY)

1.1.4                GOLD FIELDS LIMITED;

1.1.5                GOLD FIELD AUSTRALIA PTY LIMITED; and

1.1.6                GOLD FIELDS GUERNSEY LIMITED.

1.2          The Parties agree as set out below.

2.     DEFINITIONS AND INTERPRETATION

2.1          GENERAL DEFINITIONS

             In this Agreement, unless the context dictates otherwise, the words
             and expressions set forth below shall bear the following meanings
             and cognate expressions shall bear corresponding meanings:

             "ACCELERATION NOTICE" means a written notice delivered by the
             Senior Agent to the GFL Obligors in accordance with clause 20.2
             (Acceleration) requiring immediate payment of the amounts specified
             in clause 20.2 (Acceleration);

             "ACCEPTANCE OF BENEFITS" means, in relation to any Senior Lender,
             an acceptance of benefits in the form set out in Part 1 of Schedule
             2 (Form of Acceptance of Benefits);

<PAGE>

                                                                         Page 2.

             "ACCESSION DEED" means, in relation to any person designated as an
             Additional Guarantor, an accession deed in the form set out in Part
             2 of Schedule 2 (Form of Accession Deed);

             "ACCOUNT BANK" means RMB or such other party replacing RMB as
             Account Bank in accordance with the provisions of the Intercreditor
             Agreement;

             "ACCOUNT BANK AGREEMENT" means the written agreement entitled
             "Account Bank Agreement" to be concluded amongst the Account Bank,
             Mvela Gold, the Senior Lenders, Mezz SPV and GFI-SA;

             "ADDITIONAL GUARANTOR" means any person designated as a Guarantor
             from time to time by GFL and having executed and delivered an
             Accession Deed to the Senior Agent;

             "ADVANCE DATE" means the 1st (first) Business Day after the
             Settlement Date;

             "AGREEMENT" means this GFI-SA Loan Agreement and its Schedules;

             "AUDITORS" means, at any time, the auditors of GFI-SA at that time,
             being as at the Signature Date PricewaterhouseCoopers Inc. and any
             replacement for those auditors appointed by GFI-SA;

             "AUTHORISED SIGNATORY" means a person or persons duly authorised to
             bind a GFL Obligor in terms of the Finance Documents and in respect
             of whom GFI-SA shall have delivered to the Senior Agent certified
             specimens of such person's or persons' signature(s) together with
             evidence reasonably satisfactory to the Senior Agent that such
             person is duly authorised to bind such GFL Obligor;

             "BARCLAYS" means Barclays Bank PLC South Africa branch, an external
             company with registration number 1988/005292/10, registered under
             the Banks Act, No. 94 of 1990 as a foreign branch of Barclays Bank
             PLC, incorporated in the United Kingdom;

             "BEATRIX" means Beatrix Mining Ventures Limited (Registration No.
             1946/020743/06), a public company duly incorporated according to
             the company laws of South Africa;

             "BUSINESS DAY" means any day (other than a Saturday, Sunday or an
             official public holiday in South Africa within the meaning of the
             Public Holidays Act,

<PAGE>

                                                                         Page 3.

             No. 36 of 1994) on which banks generally are open for business in
             Johannesburg;

             "COLLECTION ACCOUNT" means a bank account in the name of Mvela Gold
             opened with the Account Bank into which GFI-SA and, if applicable,
             each Guarantor shall pay:

             (a)     all interest payable by GFI-SA under this Agreement;

             (b)     the Loan Amount on its due date for repayment; and

             (c)     any other amounts payable by GFI-SA to Mvela Gold under
                     this Agreement;

             "COMPANIES ACT" means the Companies Act, No. 61 of 1973;


             "COMPLIANCE CERTIFICATE" means a certificate substantially in the
             form of the letter set out in Schedule 3 (Form of Compliance
             Certificate);

             "CONSTITUTIONAL DOCUMENTS" means, in respect of any person at any
             time, the then current and up-to-date constitutional documents of
             such person at such time (including, without limitation, such
             person's memorandum and articles of association, certificate of
             incorporation, articles of incorporation or commercial registration
             certificate);

             "COVENANTS AGREEMENT" means the written agreement entitled
             "Covenants Agreement" dated 26 November 2003 between Mvela
             Resources, GFL, GFI-SA and Mvela Gold;

             "CP SATISFACTION DATE" means the date on which the Senior Agent has
             received all of the Financial Close Documents and other evidence
             referred to in Part 1 of Schedule 1 in the agreed form or waived
             delivery of any such Financial Close Documents or any such other
             evidence pursuant to clause 4.4 (Waiver of Conditions Precedent)
             and has delivered a written notice to that effect to GFI-SA, Mvela
             Gold, the Original Senior Lenders and Mezz SPV;

             "DEFAULT" means an Event of Default or any event or circumstances
             specified in clause 20.1 (Events of Default) which would (with the
             expiry of a grace period, the giving of notice, the making of any
             determination under the Finance Documents or any combination of the
             foregoing) be an Event of Default;

<PAGE>

                                                                         Page 4.

             "DEFAULT DATE" means the date of delivery by the Senior Agent to
             GFI-SA of an Acceleration Notice;

             "DEFAULT RATE" means the greater of:

             (a)     the Interest Rate plus 1% (one percent); or

             (b)     the Repo Rate plus 1% (one percent); or

             (c)     JIBAR plus 2% (two percent);

             "DISCHARGE DATE" means the date on which all the Liabilities have
             been fully paid and discharged whether or not as a result of
             enforcement;

             "DRIEFONTEIN" means Driefontein Consolidated (Proprietary) Limited
             (Registration No. 1993/002956/07), a private company duly
             incorporated according to the company laws of South Africa;


             "DURATION" means, in relation to, a Nominated Stock or the Future
             Interest Payment Amounts, the weighted average maturity of the
             future cash flows inherent in that Nominated Stock or the Future
             Interest Payment Amounts where the maturity for such cash flow is
             the period from the Default Date or Early Settlement Date (as
             defined in clause 12.4), as the case may be, to the date of such
             cash flow and the weight used for such cash flow is the present
             value of the cash flow calculated at the Termination Rate;

             "ENCUMBRANCE" means:

             (a)     any mortgage, pledge, lien, assignment or cession
                     conferring security, hypothecation, a security interest,
                     preferential right or trust arrangement or other
                     encumbrance securing any obligation of any person; or

             (b)     any arrangement under which money or claims to, or for the
                     benefit of, a bank or other account may be applied, set off
                     or made subject to a combination of accounts so as to
                     effect discharge of any sum owed or payable to any person;
                     or

             (c)     any other type of preferential agreement or arrangement
                     (including any title transfer and retention arrangement),
                     the effect of which is the creation of a security interest;

<PAGE>

                                                                         Page 5.

             "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation
             by any person in respect of any Environmental Law;

             "ENVIRONMENTAL LAW" means any law applicable to the business
             conducted by a Material GFL Group Company at the relevant time in
             any jurisdiction in which that Material GFL Group Company conducts
             business which relates to the pollution, degradation or protection
             of the environment or harm to or the protection of human health or
             the health of animals or plants and including, without limitation,
             the National Environmental Management Act, No. 107 of 1998 and the
             National Water Act, No. 36 of 1998;

             "ENVIRONMENTAL PERMITS" means any permit, licence, consent,
             approval and other authorisation and the filing of any
             notification, report or assessment required under any Environmental
             Law for the operation of the business of any Material GFL Group
             Company conducted on or from the properties owned or used by that
             Material GFL Group Company;

             "EVENT OF DEFAULT" means any event or circumstance specified as
             such in clause 20.1 (Events of Default);

             "FINAL REPAYMENT DATE" means:

             (a)     the 5th (fifth) anniversary of the Advance Date; or

             (b)     such earlier date as the Loan Amount is repayable in terms
                     of the provisions of this Agreement;

             "FINANCE DOCUMENTS" means:

             (a)     this Agreement;

             (b)     the Loan Supplement;

             (c)     any other agreement or document at any time designated a
                     Finance Document by written agreement between the Senior
                     Agent, Mvela Gold and the GFL Obligors; and

             (d)     any amendment agreement to any of the Finance Documents
                     referred to in (a) to (c) above,

             and "FINANCE DOCUMENT" means, as the context requires, any of them;

<PAGE>

                                                                         Page 6.

             "FINANCIAL CLOSE DOCUMENTS" means all of the documents and other
             evidence listed in Part 1 of Schedule 1 (Financial Close
             Documents);

             "FUTURE INTEREST PAYMENT AMOUNT" means at any time any Interest
             Payment Amount hereunder which has not yet fallen due for payment
             at that time;

             "GFA" means Gold Fields Australia Pty Limited (Registration No.
             ABN: 91 098 385 285), a company incorporated according to the laws
             of Australia;

             "GFG" means Gold Fields Guernsey Limited (Registration No. 24457),
             a company incorporated according to the laws of Guernsey;

             "GFI-SA" means GFI Mining South Africa Limited (Registration No.
             2002/031431/06), a public company duly incorporated according to
             the company laws of South Africa which is to be converted to a
             private company;

             "GFL" means Gold Fields Limited (Registration No. 1968/004880/06),
             a public company duly incorporated according to the company laws of
             South Africa;

             "GFL GROUP" means GFL and its subsidiaries from time to time;

             "GFLM PREFERENCE SHARE SUBSCRIPTION AGREEMENT" means the written
             agreement entitled "Preference Share Subscription Agreement" to be
             concluded between inter alia GFLMS, GFL and Mezz SPV and pursuant
             to which GFLMS is to subscribe for preference shares in Mezz SPV
             for a total consideration of ZAR200 000 000 (Two Hundred Million
             Rand);

             "GFLMS" means GFL Mining Services Limited (Registration No.
             1997/019961/06), a public company duly incorporated according to
             the company laws of South Africa;

             "GFL OBLIGOR" means:

             (a)     GFI-SA; and

             (b)     any Guarantor;

             and "GFL OBLIGORS" means, as the context requires, all of them;

<PAGE>

                                                                         Page 7.

             "GUARANTEED OBLIGATIONS" means any and all sums, moneys,
             indebtedness, liabilities and obligations (whether now existing or
             hereafter arising, whether or not for the payment of money) which
             are from time to time due, owing, payable or incurred or expressed
             to be due, owing, payable or incurred (whether scheduled, at
             maturity, by acceleration, upon one or more dates set for
             prepayment or otherwise) from or by GFI-SA under or arising from or
             in connection with this Agreement, including the obligation to pay
             fees, expenses, post-default interest, the present value of Future
             Interest Payment Amounts, the Loan Amount and indemnity payments;

             "GUARANTORS" means:

             (a)     GFL;

             (b)     GFA;

             (c)     GFG; and

             (d)     any Additional Guarantor,

             and "GUARANTOR" means, as the context requires, any one of them;

             "IFRS" means International Financial Reporting Standards;

             "IAS 39" means International Financial Reporting Standard 39,
             Financial Instruments: Recognition and Measurement;

             "IDC" means Industrial Development Corporation of South Africa
             Limited (Registration No. 1940/015201/06), a corporation duly
             incorporated according to the Industrial Development Act, No. 22 of
             1944 (as amended);

             "IDC PREFERENCE SHARE SUBSCRIPTION AGREEMENT" means the written
             agreement entitled "Preference Share Subscription Agreement" to be
             concluded between the IDC and Mezz SPV and pursuant to which the
             IDC is to subscribe for preference shares in Mezz SPV for a total
             consideration of ZAR300 000 000 (Three Hundred Million Rand);

             "IFC" means International Finance Corporation, an international
             organisation established by Articles of Agreement amongst its
             member countries including South Africa;

<PAGE>

                                                                         Page 8.

             "IFC LOAN AGREEMENT" means the written agreement entitled "Loan
             Agreement" to be concluded between the IFC and Mezz SPV and
             pursuant to which the IFC is to loan and advance to Mezz SPV the
             Rand equivalent on the Settlement Date of US$28 000 000
             (Twenty-eight Million United States Dollars) but not more than
             ZAR200 000 000 (Two Hundred Million Rand);

             "INDWA" means iNdwa Investments Limited (Registration No.
             2002/013434/06), a public company duly incorporated according to
             the company laws of South Africa;

             "INSURANCES" means all contracts and policies of insurance and
             re-insurance of any kind which are effected and maintained by or on
             behalf of GFI-SA as required under clause 16.1.14 (Insurance);

             "INTER-MEZZANINE INVESTORS AGREEMENT" means the written agreement
             to be concluded amongst inter alia the Mezzanine Investors setting
             out the terms and conditions which are to apply as amongst the
             Mezzanine Investors as financiers of Mezz SPV;

             "INTERCREDITOR AGREEMENT" means the written agreement entitled
             "Intercreditor Agreement" to be concluded amongst the Senior
             Lenders, Mvela Gold, Mezz SPV, the Mezz SPV Agent and the Senior
             Agent;

             "INTEREST PAYMENT AMOUNTS" means in relation to any Interest
             Payment Date, the amount of interest payable on that Interest
             Payment Date as stipulated in Annexure "A" to the Loan Supplement;

             "INTEREST PAYMENT DATES" means the dates upon which interest shall
             be payable as specified in Annexure "A" to the Loan Supplement and
             "INTEREST PAYMENT DATE" means, as the context requires, any one of
             them;

             "INTEREST RATE" means the interest rate for the Term as specified
             in the Loan Supplement;

             "JIBAR" means the 3 (three) month Johannesburg Inter-Bank Agreed
             Rate as quoted by the South African Futures Exchange from time to
             time and which appears on the Reuters SAFEY Page expressed as a
             percentage and converted to a nominal annual compounded monthly in
             arrear rate;

             "JP MORGAN" means J.P. Morgan Securities South Africa (Proprietary)
             Limited (Registration No. 1996/015112/07), a private company duly
             incorporated according to the company laws of South Africa;

<PAGE>

                                                                         Page 9.

             "JP MORGAN PREFERENCE SHARE SUBSCRIPTION AGREEMENT" means the
             written agreement entitled "Preference Share Subscription
             Agreement" to be concluded between JP Morgan and Mezz SPV and
             pursuant to which JP Morgan is to subscribe for preference shares
             in Mezz SPV for a total consideration of ZAR50 000 000 (Fifty
             Million Rand);

             "KLOOF" means Kloof Gold Mining Company Limited (Registration No.
             1964/004462/06), a public company duly incorporated according to
             the company laws of South Africa;

             "LEGAL ADVISER" means Deneys Reitz Inc. acting on behalf of the
             Original Senior Lenders or such other replacement legal adviser as
             the Senior Agent may nominate in writing;

             "LIABILITIES" means all present and future liabilities and
             obligations at any time of a GFL Obligor to Mvela Gold under the
             Finance Documents, both actual and contingent and whether incurred
             solely or jointly or in any other capacity;

             "LOAN" means the loan made or to be made under this Agreement or
             (as the context may require) the principal amount outstanding for
             the time being of that loan;

             "LOAN AMOUNT" means the principal sum of ZAR4 139 000 000 (Four
             Billion One Hundred and Thirty-nine Million Rand);

             "LOAN SUPPLEMENT" means the loan supplement to be entered into
             between Mvela Gold, the Senior Agent and GFI-SA recording the
             Interest Rate, the Interest Payment Dates and the Interest Payment
             Amounts substantially in the form annexed hereto as Schedule 5
             (Form of Loan Supplement).;

             "MAJORITY SENIOR LENDERS" means "Majority Senior Lenders" as
             defined in the Intercreditor Agreement;

             "MATERIAL ADVERSE EFFECT" means a material adverse effect on:

             (a)     the ability of a GFL Obligor to perform its financial or
                     other material obligations under the Finance Documents to
                     which it is a party; or

             (b)     the validity or enforceability of the Finance Documents or
                     any of them;

<PAGE>

                                                                        Page 10.

             "MATERIAL GFL GROUP COMPANY" means:

             (a)     the GFL Obligors; and

             (b)     any member of the GFL Group from time to time that is not a
                     Non-Material GFL Group Company,

             and "MATERIAL GFL GROUP COMPANIES" means, as the context requires,
             all of them;

             "MEZZ SPV" means Micawber 325 (Proprietary) Limited (Registration
             No. 2002/016188/07), a private company duly incorporated according
             to the company laws of South Africa;

             "MEZZ SPV AGENT" means RMB acting as agent for Mezz SPV under the
             Mezz SPV Loan Agreement in accordance with the terms of the Mezz
             SPV Loan Agreement and the Inter-Mezzanine Investors Agreement or
             any replacement Mezz SPV Agent appointed pursuant to the terms of
             the Inter-Mezzanine Investors Agreement;

             "MEZZ SPV CESSION IN SECURITY" means the written agreement entitled
             "Mezz SPV Cession in Security" to be concluded between Mvela Gold
             and Mezz SPV and pursuant to which Mvela Gold is to cede in
             securitatem debiti all of its right, title and interest in and to
             the Subscription and Share Exchange Agreement to and in favour of
             Mezz SPV as security for its obligations under the Mezz SPV Loan
             Agreement;

             "MEZZ SPV LOAN AGREEMENT" means the written agreement entitled
             "Mezz SPV Loan Agreement" to be concluded between Mezz SPV, Mvela
             Gold and the Mezz SPV Agent and pursuant to which Mezz SPV is to
             loan and advance an amount of ZAR1 100 000 000 (One Billion One
             Hundred Million Rand) to Mvela Gold;

             "MEZZ SPV REVERSIONARY CESSION IN SECURITY" means the written
             agreement entitled "Mezz SPV Reversionary Cession in Security" to
             be concluded between Mvela Gold and the Mezz SPV and pursuant to
             which Mvela Gold is to cede in securitatem debiti all of its
             reversionary right, title and interest in and to the claims it has
             for the repayment of the Loan Amount under this Agreement and the
             Collection Account to and in favour of Mezz SPV as security for its
             obligation s under the Mezz SPV Loan Agreement;

             "MEZZANINE INVESTORS" means:

<PAGE>

                                                                        Page 11.

             (a)     PIC;

             (b)     IFC;

             (c)     GFLMS;

             (d)     IDC;

             (e)     JP Morgan; and

             (f)     RMB,

             and "MEZZANINE INVESTOR" means, as the context requires, any one of
             them;

             "MHL" means Mvelaphanda Holdings (Proprietary) Limited
             (Registration No. 1997/021524/07), a private company duly
             incorporated according to the company laws of South Africa;

             "MVELA GOLD" means Lexshell 579 Investments (Proprietary) Limited
             (Registration No. 2003/013950/07), a private company duly
             incorporated according to the company laws of South Africa, which
             is to be renamed "Mvelaphanda Gold (Proprietary) Limited" or such
             other name selected that is acceptable to the Registrar of
             Companies;

             "MVELA RESOURCES" means Mvelaphanda Resources Limited (Registration
             No. 1980/001395/06), a public company duly incorporated according
             to the company laws of South Africa;

             "MVELA RESOURCES PLEDGE" means the written agreement entitled
             "Cession and Pledge" to be concluded between Mvela Resources and
             Mezz SPV and pursuant to which Mvela Resources is to provide a
             cession and pledge in securitatem debiti of the shares held by it
             in Mvela Gold as security for its obligations towards Mezz SPV
             under the Sponsor Support, Guarantee and Retention Agreement;

             "MVELA RESOURCES SUBSCRIPTION AGREEMENT" means the written
             agreement entitled "Ordinary Share Subscription Agreement" to be
             concluded between Mvela Resources and Mvela Gold and pursuant to
             which Mvela Resources is to subscribe for equity in Mvela Gold for
             a total consideration of not less than ZAR1 750 000 000 (One
             Billion Seven Hundred and Fifty Million Rand);

<PAGE>

                                                                        Page 12.

             "NOMINATED STOCK" means the government stock nominated by the
             Senior Agent in terms of the definition "TERMINATION Rate";

             "NON-MATERIAL GFL GROUP COMPANY" means, at any time, a member of
             the GFL Group other than a GFL Obligor which had gross turnover in
             its most recently ended Financial Year (on a consolidated basis)
             less than or equal to 5% (five percent) of the gross turnover of
             the GFL Group (calculated according to the most recent set of
             audited consolidated financial statements delivered pursuant to
             clause 17.1 (Financial Statements)). Compliance with the
             aforementioned condition shall be determined by reference to the
             latest audited financial statements of such member of the GFL Group
             (consolidated in the case of a member of the GFL Group which itself
             has subsidiaries), provided that:

             (a)     if, in the case of any member of the GFL Group which itself
                     has subsidiaries, no consolidated financial statements are
                     prepared and audited, its consolidated turnover shall be
                     determined on the basis of pro forma consolidated financial
                     statements of the relevant member of the GFL Group and its
                     subsidiaries, prepared for this purpose by GFL; and

             (b)     if any intra-GFL Group transfer or re-organisation takes
                     place, the audited financial statements of the GFL Group
                     and all relevant members of the GFL Group shall be adjusted
                     by GFL in order to take into account such intra-GFL Group
                     transfer or re-organisation.

             Should there be any dispute regarding whether any member of the GFL
             Group is or is not a Non-Material Group Company such dispute shall
             be referred, at the request of the Senior Agent, to the Auditors
             and a report by the Auditors that a member of the GFL Group is or
             is not a Non-Material GFL Group Company shall, in the absence of
             manifest error, be conclusive and binding on all Parties. The costs
             of obtaining the report by the Auditors will be borne by the
             unsuccessful party to the dispute;

             "ORIGINAL FINANCIAL STATEMENTS" means the audited consolidated
             annual financial statements of GFL for the Financial Year ended 30
             June 2003 prepared in accordance with IFRS;

             "ORIGINAL SENIOR LENDERS" means:

             (a)     iNdwa; and

             (b)     Barclays;

<PAGE>

                                                                        Page 13.

             and "ORIGINAL SENIOR LENDER" means, as the context requires, either
             one of them;

             "PARTIES" means:

             (a)     GFI-SA;

             (b)     GFL;

             (c)     GFA;

             (d)     GFG;

             (e)     Mvela Gold; and

             (f)     the Senior Agent,

             and "PARTY" means, as the context requires, any one of them;

             "PERMITTED DISPOSAL" means any sale, lease, transfer or other
             disposal:

             (a)     by a GFL Obligor or any member of the GFL Group of obsolete
                     or redundant assets which are no longer required for the
                     efficient operation of the business of such GFL Obligor or
                     such member of the GFL Group; or

             (b)     by a GFL Obligor or any member of the GFL Group in the
                     ordinary course of its day-to-day business if that sale,
                     lease, transfer or other disposal is not otherwise
                     restricted by a term of any Transaction Document; or

             (c)     by a GFL Obligor to a GFL Obligor; or

             (d)     by a member of the GFL Group that is not a GFL Obligor to a
                     GFL Obligor or by a GFL Obligor to a member of the GFL
                     Group that is not a GFL Obligor if such sale, lease,
                     transfer or other disposal is concluded at arm's length; or

             (e)     by a member of the GFL Group that is not a GFL Obligor to
                     another member of the GFL Group that is not a GFL Obligor;
                     or

<PAGE>

                                                                        Page 14.

             (f)     by any member of the GFL Group to any other person where
                     the higher of the market value or consideration receivable
                     when aggregated with the higher of the market value or
                     consideration receivable for any other sale, lease,
                     transfer or other disposal by any member of the GFL Group
                     (other than a sale, lease, transfer or other disposal
                     referred to in (a), (b), (c), (d), (e) and (g)) does not
                     exceed 10% (ten percent) of the Consolidated Tangible Net
                     Worth in any Financial Year subject to a maximum of 20%
                     (twenty percent) of the Consolidated Tangible Net Worth in
                     aggregate during the Term; or

             (g)     for which the Senior Agent has given its prior written
                     consent;

             "PERMITTED ENCUMBRANCE" means:

             (a)     any Encumbrance created prior to the Signature Date which
                     (i) is disclosed in the Original Financial Statements, or
                     (ii) has been disclosed in writing to the Senior Agent
                     prior to the Signature Date, and (iii) in all circumstances
                     securing only indebtedness outstanding or a facility
                     available at the Signature Date if the principal amount or
                     original facility thereby secured is not increased after
                     the Signature Date;

             (b)     any title transfer or retention arrangement entered into by
                     any member of the GFL Group in the normal course of its
                     trading activities and on terms no worse for that member of
                     the GFL Group than the standard terms of the relevant
                     supplier;

             (c)     any netting or set-off arrangement entered into by any
                     member of the GFL Group in the ordinary course of its
                     banking arrangements (which shall include, for the
                     avoidance of doubt, those pursuant to hedging arrangements
                     in relation to gold and silver prices, foreign exchange
                     rates and interest rates where such arrangements are
                     entered into for the purposes of providing protection
                     against fluctuation in such rates or prices in the ordinary
                     course of business), for the purpose of netting debit and
                     credit balances;

             (d)     any lien arising by operation of law and in the ordinary
                     course of trading and not by reason of any default (whether
                     in payment or otherwise), of any member of the GFL Group;

             (e)     any Encumbrance over or affecting any asset acquired by a
                     member of the GFL Group after the Signature Date, which
                     Encumbrance is created to finance the acquisition thereof
                     if the amount thereby secured is

<PAGE>

                                                                        Page 15.

                     equivalent to, or less than, the acquisition price of the
                     asset so acquired and the finance charges related thereto;

             (f)     any Encumbrance over or affecting any asset acquired by any
                     member of the GFL Group after the Signature Date where such
                     Encumbrance already existed over such asset as at the date
                     of acquisition and has not been increased in contemplation
                     of, or since the date of, the acquisition of such asset by
                     such member of the GFL Group;

             (g)     any Encumbrance or Quasi-Encumbrance granted in respect of
                     Project Finance Borrowings over assets of, or the shares
                     in, a Project Finance Subsidiary;

             (h)     in respect of Encumbrances or Quasi-Encumbrances over or
                     affecting any asset of any Material GFL Group Company, any
                     Encumbrance or Quasi-Encumbrance securing indebtedness the
                     principal amount of which (when aggregated with the
                     principal amount of any other indebtedness which has the
                     benefit of Encumbrance or Quasi-Encumbrance other than any
                     permitted under paragraphs (a) to (g) above) does not at
                     any time exceed 10% (ten percent) of Consolidated Tangible
                     Net Worth (measured as from the last set of annual
                     financial statements delivered to the Senior Agent pursuant
                     to this Agreement and adjusted to include the net value of
                     new assets acquired since the last date covered by such
                     financial statements);

             (i)     any other Encumbrance or Quasi-Encumbrance as agreed by the
                     Senior Agent in writing; or

             (j)     any Encumbrance created pursuant to the Transaction
                     Documents;

             "PIC" means the Public Investment Commissioners in terms of Section
             2 of the Public Investment Commissioners Act, No. 45 of 1984;

             "PIC LOAN AGREEMENT" means the written agreement entitled "Loan
             Agreement" to be concluded between the PIC and Mezz SPV and
             pursuant to which the PIC is to loan and advance an amount of
             ZAR250 000 000 (Two Hundred and Fifty Million Rand) to Mezz SPV;

             "PIC PUT OPTION AGREEMENT" means the written agreement whereby GFL
             will agree to acquire PIC's rights and obligations under the PIC
             Loan Agreement (including PIC's pro rata share of the security
             thereunder) for a consideration of ZAR150 000 000 (One Hundred and
             Fifty Million Rand)

<PAGE>

                                                                        Page 16.

             plus accrued interest compounded semi-annually at 14,25% (fourteen
             comma two five percent), in exchange for a guarantee fee compounded
             and accrued semi-annually at 3,75% (three comma seven five percent
             per annum) until it is payable (on the date that the loan under the
             PIC Loan Agreement is repaid);

             "PRE-EMPTIVE RIGHTS AGREEMENT" means the written agreement entitled
             "Pre-emptive Rights Agreement" to be concluded between Mvela Gold,
             GFI-SA and GFL governing certain pre-emptive rights to be granted
             by Mvela Gold in favour of GFL in respect of the shares acquired by
             Mvela Gold pursuant to the Subscription and Share Exchange
             Agreement;

             "PRIME RATE" means the publicly quoted basic rate of interest per
             annum, compounded monthly in arrear and calculated on a 365 day
             year (irrespective of whether or not the year is a leap year) from
             time to time published by a FirstRand Bank Limited as being its
             prime overdraft rate as certified by any manager of such bank whose
             appointment and designation need not be proved;

             "PROJECT FINANCE BORROWINGS" means:

             (a)     any indebtedness to finance (or re-finance) a project
                     comprised of the ownership, development, construction
                     and/or operation of assets which is incurred by a Project
                     Finance Subsidiary whose principal business is that project
                     and in respect of which the person or persons making that
                     indebtedness available to the relevant Project Finance
                     Subsidiary (whether or not a member of the GFL Group) has
                     no recourse whatsoever to any member of the GFL Group
                     (other than to the Project Finance Subsidiary) and with
                     respect to the shares therein) in respect of that
                     indebtedness whether directly or indirectly or by way of a
                     guarantee (financial or completion guarantee or otherwise)
                     creating an obligation (whether actual or contingent) for
                     Financial Indebtedness in respect of the Project Finance
                     Borrowings from any member of the GFL Group; or

             (b)     any indebtedness the terms and conditions of which have
                     been approved by the Senior Agent and which the Senior
                     Agent has agreed in writing to treat as Project Finance
                     Borrowings for the purposes of this Agreement;

             "PROJECT FINANCE SUBSIDIARY" means a single purpose company
             (whether or not a member of the GFL Group but excluding the GFL
             Obligors) whose business is a project comprised of the ownership,
             development and/or operation of an asset and whose principal assets
             are constituted by that project and whose liabilities are not
             directly or indirectly the subject of a guarantee

<PAGE>

                                                                        Page 17.

             (financial or completion guarantee or otherwise) creating an
             obligation (whether actual or contingent) for Financial
             Indebtedness in respect of the Project Finance Borrowings from any
             member of the GFL Group (other than from such single purpose
             company or with respect to the shares therein);

             "QUASI-ENCUMBRANCE" means any transaction described in clause
             19.3.2;

             "RAND" and "ZAR" means South African Rand, the lawful currency of
             South Africa;

             "RECOURSE CLAIMS" means any claim by any Guarantor against GFI-SA
             from any cause whatsoever or howsoever arising including on loan
             account or arising by virtue of payment by any Guarantor under the
             provisions of clause 10 (Guarantee);

             "REORGANISATION AGREEMENT" means the written agreement entitled
             "Reorganisation Agreement" dated 25 July 2003 between Beatrix,
             Driefontein, Kloof, GFLMS, GFL and GFI-SA;

             "REPEATING REPRESENTATIONS" means each of those representations and
             warranties set out in clause 16.1 (Representations and Warranties)
             which are stated as being deemed to be repeated as provided for
             pursuant to clause 16.2 (Repetition);

             "REPO RATE" means on any particular day, the repurchase tender rate
             at close of business on that day as published by the South African
             Reserve Bank;

             "RMB" means FirstRand Bank Limited (Registration No.
             1929/001225/06) (acting through its Rand Merchant Bank division), a
             public company and registered bank duly incorporated according to
             the company and banking laws of South Africa;

             "RMB PREFERENCE SHARE SUBSCRIPTION AGREEMENT" means the written
             agreement entitled "Preference Share Subscription Agreement" to be
             concluded between RMB and Mezz SPV and pursuant to which RMB is to
             subscribe for preference shares in Mezz SPV for total consideration
             of ZAR100 000 000 (One Hundred Million Rand);

             "SENIOR AGENT" means RMB acting as agent for Mvela Gold under this
             Agreement in accordance with the terms of this Agreement and the
             Intercreditor Agreement and as agent for the Senior Lenders under
             the Senior Loan Agreement in accordance with the terms of the
             Senior Loan Agreement

<PAGE>

                                                                        Page 18.

             and the Intercreditor Agreement or any replacement Senior Agent
             appointed pursuant to the terms of the Intercreditor Agreement;

             "SENIOR CESSION IN SECURITY" means the written agreement entitled
             "Senior Cession in Security" to be concluded between Mvela Gold and
             the Senior Lenders and pursuant to which Mvela Gold is to cede in
             securitatem debiti all of its right, title and interest in and to
             this Agreement and the Collection Account to and in favour of the
             Senior Lenders as security for Mvela Gold's obligations under the
             Senior Loan Agreement;

             "SENIOR LENDERS" means initially the Original Senior Lenders and
             thereafter shall include any person(s) acceding as a Senior Lender
             to the Senior Loan Agreement;

             "SENIOR LOAN AGREEMENT" means the written agreement entitled
             "Senior Loan Agreement" to be concluded amongst the Original Senior
             Lenders and Mvela Gold and pursuant to which the Original Senior
             Lenders are to loan and advance an amount of approximately ZAR1 349
             000 000 (One Billion Three Hundred and Forty-nine Million Rand) to
             Mvela Gold;

             "SETTLEMENT ACCOUNT" means a bank account in the name of Mvela Gold
             held with the Account Bank for the purposes of receiving the
             proceeds of (a) the subscription to be effected pursuant to the
             Mvela Resources Subscription Agreement, (b) the loan to be advanced
             pursuant to the Senior Loan Agreement, and (c) the loan to be
             advanced under the Mezz SPV Loan Agreement and having the details
             notified in writing by the Senior Agent to the Transaction
             Participants not less than 3 (three) Business Days prior to the
             Settlement Date;

             "SETTLEMENT DATE" means the date which is the later of:

             (a)     the 5th (fifth) Business Day after the CP Satisfaction
                     Date; and

             (b)     the date on which the Senior Agent certifies in writing to
                     the Transaction Participants that a sum at least equal to
                     the Loan Amount is standing to the credit of the Settlement
                     Account, which certification the Senior Agent shall be
                     obliged to deliver not later than 1 (one) Business Day
                     after such sum stands to the credit of the Settlement
                     Account;

             "SIGNATURE DATE" means the date of the signature of this Agreement
             by the Party signing last in time;

<PAGE>

                                                                        Page 19.

             "SOUTH AFRICA" means the Republic of South Africa as constituted
             from time to time;

             "SPONSOR SUPPORT, GUARANTEE AND RETENTION AGREEMENT" means the
             written agreement entitled "Sponsor Support, Guarantee and
             Retention Agreement" to be concluded amongst, inter alia, GFL,
             GFI-SA, Mvela Resources, MHL, Mvela Gold and Mezz SPV and, inter
             alia, pursuant to which:

             (a)     MHL agrees to retain a holding of not less than 26%
                     (twenty-six percent) of the equity share capital of Mvela
                     Resources and to be represented by the majority of
                     directors on the board of Mvela Resources and Mvela
                     Resources agrees, subject to the terms of the Mvela
                     Resources Pledge, to remain the sole owner of Mvela Gold
                     for so long as any amount is due or outstanding by Mvela
                     Gold to Mezz SPV or remains outstanding by Mvela Gold in
                     terms of any Transaction Documents; and

             (b)     Mvela Resources will provide a partial guarantee to Mezz
                     SPV for up to ZAR200 000 000 (Two Hundred Million Rand)
                     which shall become a joint and several guarantee with MHL
                     under certain conditions; and

             (c)     Mvela Resources agrees to place Mvela Gold and/or Mezz SPV
                     in funds to fund:

                     (i)    Tax liabilities of Mvela Gold and/or Mezz SPV, as
                            the case may be, that arise as a result of any
                            increase in Tax rates or change in Tax law occurring
                            after the Advance Date and to the extent that Mvela
                            Gold is liable for any increased cost pursuant to
                            the Senior Loan Agreement resulting from the
                            imposition of or changes in the administration or
                            interpretation of capital ratio or reserve
                            requirements on contingent liabilities or other
                            measures imposed by regulatory authorities; and

                     (ii)   other liabilities incurred by Mvela Gold that are
                            not authorised by its memorandum and articles of
                            association to the extent that Mvela Gold does not
                            do so (after payment of all amounts due by Mvela
                            Gold under the Senior Loan Agreement and the Mezz
                            SPV Loan Agreement); and

             (d)     Mvela Resources indemnifies GFL or GFI-SA for amounts
                     incurred as a result of the application of clauses 24.1 or
                     24.2 of this Agreement;

<PAGE>

                                                                        Page 20.

             "SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT" means the written
             agreement entitled "Subscription and Share Exchange Agreement"
             concluded or to be concluded between GFI-SA, GFL and Mvela Gold and
             pursuant to which (a) Mvela Gold agrees and is obliged to subscribe
             for equity shares which pursuant to their issue will constitute 15%
             (fifteen percent) of the equity share capital of GFI-SA, and (b)
             Mvela Gold is entitled in certain circumstances to exchange the
             shares acquired by it in GFI-SA for shares in GFL;

             "TAX" means any tax, levy, impost, duty or other charge or
             withholding of a similar nature (including, without limitation, any
             penalty or interest payable in connection with any failure to pay
             or delay in paying any of the same).

             "TERM" means the period commencing on the Signature Date and ending
             on the Discharge Date;

             "TERMINATION RATE" means the re-investment rate available in the
             South African capital market on the Default Date or Early
             Settlement Date, as the case may be, on a government stock to be
             nominated by the Senior Agent, acting reasonably and timeously
             having provided the calculation of the Termination Rate and all
             information utilised to calculate the Termination Rate to GFI-SA if
             requested by GFI-SA; provided that the Nominated Stock will be the
             lowest yielding government investment available having a Duration
             which in the reasonable opinion of the Senior Agent approximates
             the Duration of the Future Interest Payment Amounts;

             "TRANSACTION DOCUMENTS" means:

             (a)     the Finance Documents;

             (b)     the Reorganisation Agreement;

             (c)     the Subscription and Share Exchange Agreement;

             (d)     the Senior Loan Agreement;

             (e)     the Mezz SPV Loan Agreement;

             (f)     the Sponsor Support, Guarantee and Retention Agreement;

             (g)     the Senior Cession in Security;

<PAGE>

                                                                        Page 21.

             (h)     the Mvela Resources Subscription Agreement;

             (i)     the Covenants Agreement;

             (j)     the Mezz SPV Cession in Security;

             (k)     the Mezz SPV Reversionary Cession in Security;

             (l)     the IDC Preference Share Subscription Agreement;

             (m)     the GFLM Preference Share Subscription Agreement;

             (n)     the RMB Preference Share Subscription Agreement;

             (o)     the Mvela Resources Pledge;

             (p)     the IFC Loan Agreement;

             (q)     the PIC Loan Agreement;

             (r)     the JP Morgan Preference Share Subscription Agreement;

             (s)     the Inter-Mezzanine Investors Agreement;

             (t)     the Intercreditor Agreement;

             (u)     the Account Bank Agreement;

             (v)     the PIC Put Option Agreement;

             (w)     the Transaction Participant Undertaking;

             (x)     the Pre-emptive Rights Agreement;

             (y)     any other agreement or document at any time designated a
                     Transaction Document by written agreement between the GFL
                     Obligors, Mvela Gold and the Senior Agent; and

<PAGE>

                                                                        Page 22.

             (z)     any amendment agreement to any of the Transaction Documents
                     referred to in (a) to (y) above;

             and "TRANSACTION DOCUMENT" means, as the context requires, any of
             them;

             "TRANSACTION PARTICIPANTS" means:

             (a)     the Guarantors;

             (b)     GFI-SA;

             (c)     Mvela Gold;

             (d)     Mvela Resources;

             (e)     MHL;

             (f)     the Mezzanine Investors;

             (g)     Mezz SPV;

             (h)     the Senior Lenders;

             (i)     the Account Bank;

             (j)     the Senior Agent (in its capacity as such); and

             (k)     the Mezz SPV Agent (in its capacity as such),

             and "TRANSACTION PARTICIPANT" means, as the context requires, any
             one of them;

             "TRANSACTION PARTICIPANT UNDERTAKING" means the written undertaking
             to be concluded amongst the Transaction Participants and in terms
             of which each Transaction Participant undertakes in favour of the
             other Transaction Participants not to amend any Transaction
             Document(s) to which it is a party without the prior written
             consent of all the other Transaction Participants save to the
             extent that a Transaction Participant's consent is not required to
             amend the terms of any Transaction Document in accordance with the
             terms of that Transaction Document;

<PAGE>

                                                                        Page 23.

             "UNPAID SUM" means any sum due and payable but unpaid by a GFL
             Obligor under the Finance Documents;

             "VAT" means value-added tax leviable in terms of the Value-Added
             Tax Act, 1991 (as amended);

             "WARRANTY DATE" has the meaning given to it in clause 16.2
             (Repetition).

2.2          FINANCIAL DEFINITIONS

             All accounting expressions which are not otherwise defined in this
             Agreement shall be construed in accordance with IFRS and, unless
             the context dictates otherwise, the accounting expressions set
             forth below shall bear the following meanings:

             "CONSOLIDATED EBITDA" means, for any Measurement Period, (having
             reversed any entries made due to the new accounting standards (IAS
             39) that require the marking to market of hedges that are
             undertaken in the normal course of business) Consolidated Profits
             Before Interest and Tax before any amount attributable to the
             amortisation of intangible assets and depreciation of tangible
             assets and before any extraordinary items resulting from the sale
             or any impairment of mining assets or restructuring of mining
             operations;

             "CONSOLIDATED NET BORROWINGS" means, at any time, the aggregate
             amount of all obligations of the GFL Group for or in respect of
             Indebtedness for Borrowed Money but excluding any such obligation
             to any member of the GFL Group, adjusted to take account of the
             aggregate amount of freely available cash and cash equivalents held
             by any member of the GFL Group (and so that no amount shall be
             included or excluded more than once);

             "CONSOLIDATED NET FINANCE CHARGES" means, in respect of any
             Measurement Period, the aggregate amount of the interest (including
             the interest element of leasing and hire purchase payments and
             capitalised interest), commission, fees, discounts and other
             finance payments payable by any member of the GFL Group (including
             any commission, fees, discounts and other finance payment payable
             by any member of the GFL Group under any interest rate hedging
             arrangement but deducting any commission, fees, discounts and other
             finance payments receivable by any member of the GFL Group under
             any interest rate hedging instrument) but deducting any other
             interest receivable by any member of the GFL Group on any deposit
             or bank account;

<PAGE>

                                                                        Page 24.

             "CONSOLIDATED PROFITS BEFORE INTEREST AND TAX" means, in respect of
             any Measurement Period, the consolidated net income of the GFL
             Group (less the net income of any Project Finance Subsidiaries but
             including any dividends received in cash by any member of the GFL
             Group (other than a Project Finance Subsidiary) from a Project
             Finance Subsidiary) before:

             (a)     any provision on account of normal taxation; and

             (b)     any interest, commission, discounts or other fees incurred
                     or payable, received or receivable by any member of the GFL
                     Group in respect of Indebtedness for Borrowed Money;

             "CONSOLIDATED TANGIBLE NET WORTH" means, at any time, the
             Shareholders' Equity, as reported in the GFL Group Statement of
             Changes in Shareholders' Equity;

             "CURRENT ASSETS" means the aggregate of inventory, trade and other
             receivables of each member of the GFL Group including sundry
             debtors (but excluding cash at bank) maturing within 12 (twelve)
             months from the date of computation;

             "CURRENT LIABILITIES" means the aggregate of all liabilities
             (including trade creditors, accruals and provisions and
             prepayments) of each member of the GFL Group falling due within 12
             (twelve) months from the date of computation;

             "FINANCIAL INDEBTEDNESS" means (without double counting) any
             indebtedness for or in respect of:

             (a)     moneys borrowed;

             (b)     any amount raised by acceptance under any acceptance credit
                     facility;

             (c)     any amount raised pursuant to any note purchase facility or
                     the issue of bonds, notes, debentures, loan stock or any
                     similar instrument;

             (d)     the amount of any liability in respect of any lease or hire
                     purchase contract which would, in accordance with IFRS, be
                     treated as a finance or capital lease;

             (e)     receivables sold or discounted (other than any receivables
                     to the extent they are sold on a non-recourse basis);

<PAGE>

                                                                        Page 25.

             (f)     the amount of any liability in respect of any purchase
                     price for assets or services the payment of which is
                     deferred where the deferral of such price is either:

                     (i)    used primarily as a method of raising credit; or

                     (ii)   not made in the ordinary course of business;

             (g)     any agreement or option to re-acquire an asset if one of
                     the primary reasons for entering into such agreement or
                     option is to raise finance;

             (h)     any amount raised under any other transaction (including
                     any forward sale or purchase agreement) having the
                     commercial effect of a borrowing;

             (i)     any derivative transaction entered into in connection with
                     protection against or benefit from fluctuation in any rate
                     or price (and, when calculating the value of any derivative
                     transaction, only the marked to market value shall be taken
                     into account);

             (j)     any counter-indemnity obligation in respect of a guarantee,
                     indemnity, bond, standby or documentary letter of credit or
                     any other instrument issued by a bank or financial
                     institution;

             (k)     any amount raised by the issue of redeemable shares; and

             (l)     the amount of any liability in respect of any guarantee or
                     indemnity for any of its items referred to in paragraphs
                     (a) to (k) above;

             "FINANCIAL YEAR" means, at any time, the financial year of the GFL
             Group ending on 30 June in each calendar year;

             "INDEBTEDNESS FOR BORROWED MONEY" means Financial Indebtedness save
             for any indebtedness for or in respect of paragraphs (i) and (j) of
             the definition of "FINANCIAL INDEBTEDNESS";

             "MEASUREMENT PERIOD" means each period of 12 (twelve) months ending
             on the last day of GFI-SA's Financial Year and each period of 12
             (twelve) months ending on the last day of the first half of
             GFI-SA's Financial Year;

<PAGE>

                                                                        Page 26.

             "NET DEBT SERVICE" means, in respect of any Measurement Period, the
             aggregate of:

             (a)     Consolidated Net Finance Charges; and

             (b)     the aggregate of scheduled and mandatory payments of any
                     Indebtedness for Borrowed Money falling due;

             "WORKING CAPITAL" means, on any date, Current Assets less Current
             Liabilities.

2.3          INTERPRETATION AND CONSTRUCTION

2.3.1                A document in an "AGREED FORM" is a document which has been
                     initialled as such on or before the CP Satisfaction Date
                     for the purposes of identification by or on behalf of
                     GFI-SA, Mvela Gold and the Senior Agent.

2.3.2                Any reference in this Agreement to:

2.3.2.1                     an "AFFILIATE" means, in relation to any person, a
                            subsidiary of that person or a holding company of
                            that person or any other subsidiary of that holding
                            company;

2.3.2.2                     an "AMENDMENT" includes a supplement, novation or
                            re-enactment and "amended" is to be construed
                            accordingly;

2.3.2.3                     "ARM'S LENGTH" means terms that are fair and
                            reasonable to the counterparty of a transaction and
                            no more or less favourable to the other party to the
                            relevant transaction as could reasonably be expected
                            to be obtained in a comparable arm's length
                            transaction with a person that is not the ultimate
                            holding company of such counterparty or an entity of
                            which such counterparty or its ultimate holding
                            company has direct or indirect control, or owns
                            directly or indirectly more than 20% (twenty
                            percent) of the share capital or similar rights of
                            ownership;

2.3.2.4                     "ASSETS" includes properties, revenues and rights of
                            every description;

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                                                                        Page 27.

2.3.2.5                     "AUDITED" means, in respect of any financial
                            statement, those financial statements as audited by
                            the Auditors;

2.3.2.6                     "AUTHORISATIONS" mean any authorisation, consent,
                            registration, filing, agreement, notarisation,
                            certificate, licence, approval, resolution, permit
                            and/or authority or any exemption from any of the
                            aforesaid, by, with or from any authority
                            (including, without limitation, any approvals
                            required from the South African Reserve Bank in
                            relation to any Transaction Document or any
                            transaction contemplated under any Transaction
                            Document);

2.3.2.7                     "AUTHORITY" means any government or governmental,
                            administrative, fiscal or judicial authority, body,
                            court, department, commission, tribunal, registry or
                            any stated owned or controlled authority which
                            principally performs governmental functions;

2.3.2.8                     a "CLAUSE" shall, subject to any contrary
                            indication, be construed as a reference to a clause
                            hereof;

2.3.2.9                     "CONTINUING", in the context of an Event of Default,
                            means:

2.3.2.9.1                          where the Event of Default or its
                                   consequences are incapable of remedy, that
                                   Event of Default is deemed to be continuing
                                   unless it has been expressly waived in
                                   writing by the Senior Agent and any
                                   conditions of such waiver have been fulfilled
                                   to the reasonable satisfaction of the Senior
                                   Agent;

2.3.2.9.2                          in any other case, that Event of Default is
                                   deemed to be continuing unless and until
                                   either:

2.3.2.9.2.1                               it has been expressly waived in
                                          writing by the Senior Agent and any
                                          conditions of such waiver have been
                                          fulfilled to the reasonable
                                          satisfaction of the Senior Agent; or

2.3.2.9.2.2                               it has been remedied within the
                                          applicable remedy period by any person
                                          and the resulting position is that
                                          which it would have been if such Event
                                          of Default had not occurred or if the
                                          resulting position is reasonably
                                          acceptable to the Senior Agent;

<PAGE>

                                                                        Page 28.

2.3.2.10                    "CONTROL" means, in relation to any company or
                            similar organisation or person, the power (whether
                            by way of ownership of shares, proxy, contract,
                            agency or otherwise) to:

2.3.2.10.1                         cast, or control the casting of, more than
                                   one-half of the maximum number of votes that
                                   might be cast at a general meeting of that
                                   company or similar organisation or person; or

2.3.2.10.2                         appoint or remove all, or the majority, of
                                   the directors or other equivalent officers of
                                   that company or similar organisation or
                                   person;

2.3.2.11                    a "HOLDING COMPANY" shall be construed in accordance
                            with the Companies Act;

2.3.2.12                    the words "INCLUDING" and "IN PARTICULAR" are used
                            by way of illustration or emphasis only and shall
                            not be construed as, nor shall they take effect as,
                            limiting the generality of any of the preceding
                            words;

2.3.2.13                    "INDEBTEDNESS" shall be construed so as to include
                            any obligation (whether incurred as principal or as
                            surety) for the payment or repayment of money,
                            whether present or future, actual or contingent;

2.3.2.14                    "LAW" shall be construed as any law (including
                            statutory, common or customary law), statute,
                            constitution, decree, judgment, treaty, regulation,
                            directive, by-law, order, other legislative measure,
                            requirement, request or guideline (whether or not
                            having the force of law but, if not having the force
                            of law, is generally complied with by the persons to
                            whom it is addressed or applied) of any government,
                            supranational, local government, statutory or
                            regulatory or self-regulatory or similar body or
                            authority or court and the common law, as amended,
                            replaced, re-enacted, restated or reinterpreted from
                            time to time;

2.3.2.15                    a "MONTH" means a reference to a period starting on
                            one day in a calendar month and ending on the
                            numerically corresponding day in the next calendar
                            month, except that:

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                                                                        Page 29.

2.3.2.15.1                         if the numerically corresponding day is not a
                                   Business Day, that period shall end on the
                                   next Business Day in that calendar month in
                                   which that period is to end if there is one,
                                   or if there is not, on the directly preceding
                                   Business Day; and

2.3.2.15.2                         if there is no numerically corresponding day
                                   in the calendar month in which that period is
                                   to end, that period shall end on the last
                                   Business Day in that calendar month;

2.3.2.16                    the words "OTHER" and "OTHERWISE" shall not be
                            construed eiusdem generis with any foregoing words
                            where a wider construction is possible;

2.3.2.17                    a "PERSON" shall be construed as a reference to any
                            person, firm, company, corporation, government,
                            state or agency of a state or any association or
                            partnership (whether or not having separate legal
                            personality) of two or more of the foregoing;

2.3.2.18                    a "REGULATION" means any regulation, rule, official
                            directive, request or guideline (whether or not
                            having the force of law but complied with generally)
                            of any governmental, inter-governmental or
                            supranational body, agency, department or
                            regulatory, self-regulatory or other authority or
                            organisation;

2.3.2.19                    "REPAY" (or any derivative form of that word)
                            includes "PREPAY" (or any derivative form of that
                            word);

2.3.2.20                    a "SCHEDULE" shall, subject to any contrary
                            indication, be construed as a reference to a
                            Schedule hereof;

2.3.2.21                    a "SUBSIDIARY" shall be construed in accordance with
                            the Companies Act.

2.3.3                Unless inconsistent with the context or save where the
                     contrary is indicated in this Agreement:

2.3.3.1                     if any provision in a definition is a substantive
                            provision conferring rights or imposing obligations
                            on any Party, notwithstanding that it appears only
                            in an interpretation clause, effect shall be given
                            to it as if it were a substantive provision of this
                            Agreement;

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                                                                        Page 30.

2.3.3.2                     when any number of days is prescribed in this
                            Agreement, same shall be reckoned exclusively of the
                            first and inclusively of the last day unless the
                            last day falls on a day which is not a Business Day,
                            in which case the last day shall be the next
                            succeeding Business Day;

2.3.3.3                     in the event that the day for payment of any amount
                            due in terms of this Agreement should fall on a day
                            which is not a Business Day, the relevant day for
                            payment shall be the preceding Business Day;

2.3.3.4                     in the event that the day for performance of any
                            obligation to be performed in terms of this
                            Agreement (other than a payment obligation) should
                            fall on a day which is not a Business Day, the
                            relevant day for performance shall be the succeeding
                            Business Day;

2.3.3.5                     any reference in this Agreement to an enactment is
                            to that enactment as at the Signature Date and as
                            amended or re-enacted from time to time;

2.3.3.6                     any reference in this Agreement to this Agreement or
                            any other agreement or document shall be construed
                            as a reference to this Agreement or, as the case may
                            be, such other agreement or document as same may
                            have been, or may from time to time be, amended,
                            varied, novated or supplemented;

2.3.3.7                     except as expressly provided for in this Agreement,
                            no provision of this Agreement constitutes a
                            stipulation for the benefit of any person who is not
                            a Party to this Agreement;

2.3.3.8                     references to day/s, calendar month/s or year/s
                            shall be construed as Gregorian calendar day/s,
                            calendar month/s or year/s;

2.3.3.9                     a reference to a Party includes that Party's
                            successors-in-title and permitted assigns;

2.3.3.10                    where any Party is required to provide any consent
                            or agree to the actions of any other Party, the
                            request for such consent or agreement shall be in
                            writing and such consent or agreement shall be in
                            writing and shall not be unreasonably withheld or
                            delayed.

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                                                                        Page 31.

2.3.4                The headings to the clauses and Schedules of this Agreement
                     are for reference purposes only and shall in no way govern
                     or affect the interpretation of nor modify nor amplify the
                     terms of this Agreement nor any clause or Schedule thereof.

2.3.5                Unless inconsistent with the context, an expression in this
                     Agreement denotes:

2.3.5.1                     any one gender includes the other genders;

2.3.5.2                     a natural person includes an artificial person and
                            vice versa; and

2.3.5.3                     the singular includes the plural and vice versa.

2.3.6                The Schedules to this Agreement form an integral part
                     thereof and words and expressions defined in this Agreement
                     shall bear, unless the context otherwise requires, the same
                     meaning in such Schedules. To the extent that there is any
                     conflict between the Schedules to this Agreement and the
                     provisions of this Agreement, the provisions of this
                     Agreement shall prevail.

2.3.7                Where any term is defined within the context of any
                     particular clause in this Agreement, the term so defined,
                     unless it is clear from the clause in question that the
                     term so defined has limited application to the relevant
                     clause, shall bear the same meaning as ascribed to it for
                     all purposes in terms of this Agreement, notwithstanding
                     that that term has not been defined in any interpretation
                     clause.

2.3.8                The rule of construction that, in the event of ambiguity, a
                     contract shall be interpreted against the Party responsible
                     for the drafting thereof, shall not apply in the
                     interpretation of this Agreement.

2.3.9                The expiration or termination of this Agreement shall not
                     affect such of the provisions of this Agreement as
                     expressly provide that they will operate after any such
                     expiration or termination or which of necessity must
                     continue to have effect after such expiration or
                     termination, notwithstanding that the clauses themselves do
                     not expressly provide for this.

2.3.10               This Agreement shall be binding on and enforceable by the
                     administrators, trustees, permitted assigns or liquidators
                     of the Parties as fully and effectually as if they had
                     signed this Agreement in the first

<PAGE>

                                                                        Page 32.

                     instance and reference to any Party shall be deemed to
                     include such Party's administrators, trustees, permitted
                     assigns or liquidators, as the case may be.

2.3.11               The use of any expression in this Agreement covering a
                     process available under South African law such as
                     winding-up (without limitation eiusdem generis) shall, if
                     any of the Parties to this Agreement is subject to the law
                     of any other jurisdiction, be construed as including any
                     equivalent or analogous proceedings under the law of such
                     other jurisdiction.

2.3.12               Where figures are referred to in numerals and in words in
                     this Agreement, if there is any conflict between the two,
                     the words shall prevail.

3.     INTRODUCTION

3.1          GFI-SA wishes to borrow the Loan Amount solely in order to fund in
             part the acquisitions pursuant to the Reorganisation Agreement.

3.2          Mvela Gold has agreed to lend the Loan Amount to GFI-SA for the
             purposes referred to in clause 3.1 on the terms and conditions set
             out in this Agreement.

4.     CONDITIONS

4.1          INITIAL CONDITIONS PRECEDENT

4.1.1                Mvela Gold shall not be obliged to lend and advance the
                     Loan Amount under Agreement unless:

4.1.1.1                     all of the Financial Close Documents and other
                            evidence referred to in Part 1 of Schedule 1
                            (Financial Close Documents) have been delivered to
                            the Senior Agent in the agreed form; or

4.1.1.2                     to the extent that any Financial Close Documents or
                            such other evidence are not in the agreed form or
                            have not been delivered, the Senior Agent has
                            pursuant to clause 4.4 (Waiver of Conditions
                            Precedent) waived or deferred delivery of those
                            Financial Close Documents which are not in the
                            agreed form or which have not been delivered
                            pursuant to clause 4.4 (Waiver of Conditions
                            Precedent);

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                                                                        Page 33.

4.2          The Senior Agent shall notify GFI-SA, Mvela Gold and the Senior
             Lenders promptly in writing once the requirements of clause 4.1.1
              have been satisfied.

4.3          FURTHER CONDITIONS TO ADVANCE OF LOAN AMOUNT

4.3.1                Mvela Gold will not be obliged to lend and advance the Loan
                     Amount or perform any other obligation under this Agreement
                     unless on the date as contemplated in clause 7 (Loan):

4.3.1.1                     no Default is continuing or would result from the
                            advance of the Loan Amount;

4.3.1.2                     the Repeating Representations are true in all
                            material respects.

4.4          WAIVER OF CONDITIONS PRECEDENT

             Satisfaction of any of the conditions set out in clause 4.1
             (Initial Conditions Precedent) or clause 4.3 (Further Conditions to
             Advance of the Loan Amount) may only be waived by written agreement
             between Mvela Gold, the Senior Agent (acting in accordance with the
             instructions of the Senior Lenders and Mezz SPV) and GFI-SA.

4.5          TERMINATION

             If the CP Satisfaction Date has not occurred on or before 31 March
             2004, or such other date as the Parties may agree in writing on or
             before that date, then this Agreement, save for the provisions of
             clauses 1 (Parties), 2 (Definitions and Interpretation), 15 (Costs
             and Expenses), 23 (Payment Mechanics), 24 (Confidentiality), 26
             (Miscellaneous), 27 (Notices and Domicilia), 28 (Governing Law), 29
             (Jurisdiction) and 30 (Severability) shall lapse and cease to be of
             any further force or effect; provided that the provisions of this
             clause 4.5 (Termination) shall not apply if Mvela Gold has advanced
             the Loan Amount to GFI-SA.

5.     PURPOSE

5.1          PURPOSE

             GFI-SA shall apply the Loan Amount solely for the purpose of
             funding in part the acquisitions pursuant to the Reorganisation
             Agreement.

<PAGE>

                                                                        Page 34.

5.2          MONITORING

             Mvela Gold is not bound to monitor or verify the application of any
             amount borrowed pursuant to this Agreement.

6.     ARRANGEMENTS BETWEEN THE FINANCE PARTIES

6.1          ACKNOWLEDGEMENT OF TERMS OF THE INTERCREDITOR AGREEMENT

             Each GFL Obligor hereby expressly acknowledges that it will have no
             rights or obligations under the Intercreditor Agreement or, subject
             to clause 6.3, in respect thereof.

6.2          INSTRUCTIONS TO SENIOR AGENT

             Unless otherwise expressly stated in this Agreement or any other
             Finance Document, any action to be taken or expressed to be taken
             under or in respect of this Agreement or any other Finance Document
             shall be taken solely by the Senior Agent acting in accordance with
             the instructions given to it or authority granted to it under the
             Intercreditor Agreement (and the GFL Obligors shall be entitled to
             assume without further enquiry that the Senior Agent is acting in
             accordance with the terms of the Intercreditor Agreement).

6.3          AMENDMENTS TO THE INTERCREDITOR AGREEMENT AND SUBSTITUTION OF
             SENIOR AGENT

             The consent of the GFL Obligors shall not be required for the
             making of any amendment to the Intercreditor Agreement, provided
             that the consent of GFI-SA shall be required for:

6.3.1                the substitution of the Senior Agent; and

6.3.2                any amendment of the definition of "MAJORITY SENIOR
                     LENDERS" to be contained in the Intercreditor Agreement.

6.4          GFL AS AGENT FOR THE GUARANTORS

             Each of the Guarantors (with the exception of GFL), hereby appoints
             GFL as its attorney and agent in rem suam, for all purposes under
             the Finance Documents including for the purposes of receiving and
             giving all notices, instructions and consents and agreeing to any
             amendments of any Transaction

<PAGE>

                                                                        Page 35.

             Document to which the Guarantors are a party on its behalf and
             Mvela Gold and the Senior Agent shall be entitled to assume without
             any further enquiry that any action by GFL on behalf of the other
             Guarantors are issued in accordance with the instructions of such
             other Guarantors and all such notices and/or instructions shall be
             binding on such Guarantors.

7.     LOAN

7.1          On the Advance Date, Mvela Gold will lend and advance the Loan
             Amount to GFI-SA.

7.2          The Loan Amount will be paid by the Senior Agent on behalf of Mvela
             Gold into a bank account nominated for this purpose in writing by
             GFI-SA on or prior to the CP Satisfaction Date.

8.     REPAYMENT

       The Loan Amount shall be repaid by GFI-SA to Mvela Gold in full on the
       Final Repayment Date.

9.     INTEREST

9.1          The Loan Amount shall bear interest during the Term at the Interest
             Rate.

9.2          All interest on the Loan Amount shall be paid in the Interest
             Payment Amounts on each Interest Payment Date.

10.    GUARANTEE

10.1         GUARANTEE

             With effect from the Advance Date, the Guarantors hereby jointly
             and severally irrevocably and unconditionally:

10.1.1               guarantee to Mvela Gold the due and punctual payment and
                     performance of the Guaranteed Obligations;

10.1.2               undertakes to Mvela Gold that if GFI-SA should fail to pay
                     when due for any reason, or timely perform, any of the
                     Guaranteed Obligations, the Guarantors shall pay or perform
                     on demand to Mvela Gold the Guaranteed Obligations then due
                     for payment or performance;

<PAGE>

                                                                        Page 36.

10.1.3               indemnify Mvela Gold on demand against any loss, liability
                     or cost suffered by Mvela Gold if any obligation guaranteed
                     by the Guarantors is or becomes unenforceable, invalid or
                     illegal. The amount of that loss, liability or cost shall
                     be equal to the amount which Mvela Gold would otherwise
                     have been entitled to recover but for any such
                     unenforceability, invalidity or illegality.

10.2         TERM OF GUARANTEE

             This Guarantee shall be a continuing Guarantee and shall commence
             on the Advance Date and shall remain in operation until the
             Discharge Date.

10.3         SPECIAL PROVISIONS

10.3.1               All admissions and acknowledgements of indebtedness by
                     GFI-SA pursuant to the Guaranteed Obligations shall bind
                     the Guarantors.

10.3.2               This Guarantee is in addition to, and does not prejudice,
                     nor is it prejudiced by, any other security now or
                     hereafter held by Mvela Gold in relation to the Guaranteed
                     Obligations. This Guarantee is not conditional upon other
                     security being held by Mvela Gold.

10.3.3               Subject to the provisions of clause 26.5 (No Variation),
                     Mvela Gold may, without prejudice to its rights in terms of
                     this Guarantee and without notice to, or consent from the
                     Guarantors grant any indulgence, give extension of time or
                     make any other concession to, or compound or make any other
                     arrangement with GFI-SA. The liability of the Guarantors
                     shall not be affected by such indulgences, extensions of
                     time, concessions, compounding or arrangements, or by any
                     dealing which, but for the provisions of this clause
                     10.3.3, might operate as a discharge of the Guarantors from
                     the whole or any part of its obligations under this
                     Guarantee.

10.3.4               If the Guaranteed Obligations are amended or varied in any
                     manner whatsoever, this Guarantee shall apply in respect of
                     the Guaranteed Obligations as amended or varied.

10.3.5               If any payment having the effect of reducing or discharging
                     the liability of the Guarantors under this Guarantee is set
                     aside or reversed or refunded for any reason, the
                     Guarantors will remain liable to Mvela Gold in terms of
                     this Guarantee for the discharge of any obligation arising
                     from or revised by the occurrence of any such event, even
                     if it

<PAGE>

                                                                        Page 37.

                     takes place after the termination of the Guarantors'
                     liability in terms of this Guarantee in other respects.

10.3.6               No Guarantor shall be entitled to revoke or cancel this
                     Guarantee before the Discharge Date.

10.3.7               Notwithstanding any indication to the contrary herein, this
                     Guarantee does not constitute a suretyship and shall be
                     construed as a primary undertaking giving rise to a
                     principal obligation by each Guarantor.

10.3.8               Neither the obligations of the Guarantors herein contained
                     nor the rights, powers and remedies conferred upon Mvela
                     Gold in respect of the Guarantors shall be discharged,
                     impaired or otherwise affected by:

10.3.8.1                    the winding-up, dissolution, administration or
                            reorganisation of GFI-SA or any change in GFI-SA's
                            status, function, control or ownership;

10.3.8.2                    any of the Guaranteed Obligations or any security
                            granted by GFI-SA or any other person in respect of
                            the Guaranteed Obligations being or becoming
                            illegal, invalid, unenforceable or ineffective in
                            any respect;

10.3.8.3                    time or other indulgence being granted or agreed to
                            be granted to GFI-SA by Mvela Gold in respect of the
                            Guaranteed Obligations or under any security in
                            respect of the Guaranteed Obligations;

10.3.8.4                    any amendment to, or any variation, waiver or
                            release of, any of the Guaranteed Obligations or any
                            security in respect thereof;

10.3.8.5                    any failure to take, or fully to take, any security
                            now or hereafter agreed to be taken in relation to
                            the Guaranteed Obligations;

10.3.8.6                    any failure to realise or fully to realise the value
                            of, or any release, discharge, exchange or
                            substitution of, any security taken in respect of
                            the Guaranteed Obligations; or

10.3.8.7                    any other act, event or omission which, but for this
                            clause 10.3.8, might operate to discharge, impair or
                            otherwise affect any of the obligations of any
                            Guarantor in terms of this Guarantee or any of the
                            rights, powers or remedies conferred upon Mvela Gold
                            by law.

<PAGE>

                                                                        Page 38.

10.3.9               Mvela Gold shall not be obliged before exercising any of
                     the rights, powers or remedies conferred upon it in respect
                     of the Guarantors hereby or by law:

10.3.9.1                    to make any demand of GFI-SA save as contemplated by
                            clause 20.2 (Acceleration);

10.3.9.2                    to take any action or obtain judgement in any court
                            against GFI-SA;

10.3.9.3                    to make or file any claim or proof in a winding-up
                            or dissolution of GFI-SA; or

10.3.9.4                    to enforce or seek to enforce any security taken in
                            respect of any of the Guaranteed Obligations.

11.    SUBORDINATION

11.1         When any Event of Default has occurred and is continuing each of
             the Guarantors acknowledges and agrees that any Recourse Claims it
             may have against GFI-SA shall be subordinated to the claims of
             Mvela Gold against GFI-SA under this Agreement and so that until
             the earlier to occur of the Discharge Date or the remedy of the
             Event of Default:

11.1.1               Mvela Gold's claims will rank in priority to the Recourse
                     Claims; and

11.1.2               no Guarantor will claim, receive or accept, directly or
                     indirectly, payment of any Recourse Claims;

11.1.3               no Guarantor shall take, accept or receive the benefit of
                     any Encumbrance from GFI-SA;

11.1.4               no Guarantor shall obtain or enforce any judgement against
                     GFI-SA in relation to any of the Recourse Claims.

11.2         No Guarantor shall petition or apply for or vote in favour of any
             resolution for the winding-up, dissolution or administration or
             analogous or similar process with regard to GFI-SA prior to the
             Discharge Date;

11.3         In any liquidation of (whether provisional or final) or judicial
             management of or compromise of GFI-SA, no Guarantor shall prove or
             seek to prove claims

<PAGE>

                                                                        Page 39.

             in respect of any Recourse Claims it may have prior to the
             Discharge Date if the effect of such proof would be to reduce the
             dividend payable to Mvela Gold in relation to Mvela Gold's claims
             at the time of such liquidation, judicial management or compromise.

12.    PREPAYMENTS

12.1         Except as expressly provided for in clause 12.2 below, GFI-SA shall
             not be entitled to prepay the Loan Amount (or any part thereof) or
             any Interest Payment Amount (or any part thereof) on any dates
             other than as permitted by the terms of this Agreement.

12.2         At any time prior to the Final Repayment Date but not earlier than
             12 (twelve) months after the Advance Date, GFI-SA may by giving to
             the Senior Agent and Mvela Gold not less than 10 (ten) Business
             Days' prior written notice to that effect, prepay all (and not only
             some) of the Future Interest Payment Amounts by paying to Mvela
             Gold the Early Settlement Amount.

12.3         Any notice of prepayment pursuant to clause 12.2 shall:

12.3.1               be irrevocable;

12.3.2               specify a date upon which such prepayment is to be made;
                     and

12.3.3               oblige GFI-SA to make such prepayment on such date.

12.4         For the purpose of this clause 12 (Prepayments):

12.4.1               "EARLY SETTLEMENT DATE" means the date on which the Early
                     Settlement Amount is to be paid as contemplated by clause
                     12.3.2;

12.4.2               "EARLY SETTLEMENT AMOUNT" means the aggregate of:

12.4.2.1                    the present value of each Future Interest Payment
                            Amount discounted at the Termination Rate from its
                            due date to the Early Settlement Date together with
                            interest thereon (if any) at the Default Rate
                            calculated from the Early Settlement Date to the
                            actual date of payment; plus

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                                                                        Page 40.

12.4.2.2                    all amounts due and payable in terms of this
                            Agreement on or before the Early Settlement Date
                            which have not been paid as at the Early Settlement
                            Date; plus

12.4.2.3                    an additional amount (if any), as certified in
                            writing by the Senior Agent, which may be required
                            to enable Mvela Gold to settle its obligations to
                            pay any Tax arising as a consequence of the early
                            payment of the amounts referred to in clauses
                            12.4.2.1 and/or 12.4.2.2 to the extent that, after
                            settlement of Mvela Gold's obligations in full under
                            the Senior Loan Agreement, it has insufficient cash
                            resources of its own to pay such Tax; plus

12.4.2.4                    interest calculated at the Default Rate on the
                            amount of all interest payments which are in arrears
                            under this Agreement as at the Early Settlement Date
                            calculated from due date to the date of actual
                            payment.

12.5         GFI-SA shall pay the Early Settlement Amount into the Collection
             Account on the Early Settlement Date.

12.6         In the event that GFI-SA prepays the Future Interest Payment Amount
             pursuant to this clause 12 (Prepayments) GFI-SA shall repay the
             Loan Amount to Mvela Gold on the Early Settlement Date.

12.7         No amount prepaid under this clause 12 (Prepayments) shall be
             available to be re-drawn or re-borrowed.

13.    INDEMNITY TO THE SENIOR AGENT

13.1         GFI-SA shall promptly indemnify the Senior Agent against any cost,
             loss or liability incurred by the Senior Agent (acting reasonably)
             as a result of:

13.1.1               investigating any event which it reasonably believes is a
                     Default; or

13.1.2               acting or relying on any notice, request or instruction
                     which it reasonably believes to be genuine, correct and
                     appropriately authorised under this Agreement.

13.2         Each GFL Obligor hereby waives any claim which it may have against
             the Senior Agent and absolves the Senior Agent from any liability
             where the Senior Agent acts in accordance with clause 13.1.1 or
             13.1.2.

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                                                                        Page 41.

14.    DEFAULT INTEREST

14.1         If any GFL Obligor fails to pay any amount payable by it under a
             Finance Document on its due date, interest shall accrue on the
             overdue amount from the due date up to the date of actual payment
             (both before and after judgement) at the Default Rate. Any interest
             accruing under this clause 14 shall be immediately payable by the
             relevant GFL Obligor on demand by the Senior Agent.

14.2         Default interest (if unpaid) arising on an overdue amount will be
             compounded with the overdue amount monthly in arrears to that
             overdue amount but will remain due and payable on demand.

15.    COSTS, FEES AND EXPENSES

15.1         STRUCTURING FEE

             GFI-SA shall on the Advance Date pay a structuring fee to Barclays
             and RMB (in the ratio of 50:50), calculated as the amount which is
             0,25% (zero comma two five percent) of the amount advanced in terms
             of the Senior Loan Agreement plus VAT against delivery to GFI-SA of
             a tax invoice(s).

15.2         TRANSACTION EXPENSES

             Subject to any other written agreement between the relevant Parties
             to the contrary, each Party shall bear its own costs and expenses
             in connection with:

15.2.1               the negotiation, preparation, printing and execution of:

15.2.1.1                    this Agreement, the other Transaction Documents and
                            the Financial Close Documents; and

15.2.1.2                    any other Transaction Document executed after the
                            Signature Date; and

15.2.2               any filing, notification, registration or recording in
                     connection with any Transaction Document.

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                                                                        Page 42.

15.3         AMENDMENT COSTS

             GFI-SA shall promptly, on demand, pay the Senior Agent the amount
             of all costs and expenses (including legal fees on the attorney and
             own client scale) reasonably and necessarily incurred by the Senior
             Agent or Mvela Gold in connection with any amendment, variation,
             supplement, replacement, novation, waiver or consent in relation to
             any Transaction Document requested by any GFL Obligor.

15.4         ENFORCEMENT COSTS

             Each GFL Obligor shall be jointly and severally liable for payment
             of the amount of all costs and expenses (including legal fees on
             the scale as between attorney and own client) reasonably and
             necessarily incurred by Mvela Gold in connection with the
             enforcement of, or the preservation of any rights under, any
             Finance Document.

15.5         VALUE ADDED TAX

15.5.1               All consideration payable under a Finance Document by the
                     GFL Obligors to Mvela Gold shall be deemed to be exclusive
                     of any VAT. If VAT is chargeable, the relevant GFL Obligor
                     shall pay to Mvela Gold (in addition to and at the same
                     time as paying the consideration) an amount equal to the
                     amount of the VAT.

15.5.2               Where a Finance Document requires a GFL Obligor to
                     reimburse Mvela Gold for any costs or expenses, the
                     relevant GFL Obligor shall also at the same time pay and
                     indemnify Mvela Gold against all VAT incurred by Mvela Gold
                     in respect of the costs or expenses save to the extent that
                     Mvela Gold is entitled to repayment or credit in respect of
                     the VAT.

16.    REPRESENTATIONS AND WARRANTIES

16.1         REPRESENTATIONS AND WARRANTIES

             Each GFL Obligor makes the representations and warranties set out
             in this clause 16.1 to Mvela Gold on each Warranty Date, subject to
             the disclosures set out in Schedule 4 (Disclosure Schedule).

<PAGE>

                                                                        Page 43.

16.1.1               STATUS

16.1.1.1                    It is a limited liability company, duly incorporated
                            and validly existing under the laws of the
                            jurisdiction of its incorporation.

16.1.1.2                    It has the power to own its assets and carry on its
                            business as it is being conducted or is contemplated
                            to be conducted.

16.1.2               POWER AND AUTHORITY

                     It has the power to enter into and perform, and has taken
                     all necessary action to authorise its entry into, and
                     performance of, the Transaction Documents to which it is
                     party and the transactions contemplated by those
                     Transaction Documents.

16.1.3               BINDING OBLIGATIONS

                     The obligations expressed to be assumed by it in each
                     Transaction Document to which it is a party are legal,
                     valid, binding and enforceable obligations.

16.1.4               NON-CONFLICT WITH OTHER OBLIGATIONS

                     The entry into and performance by it of, and the
                     transactions contemplated by, the Transaction Documents to
                     which it is a party do not and will not conflict with:

16.1.4.1                    any law applicable to it;

16.1.4.2                    its Constitutional Documents; or

16.1.4.3                    any material agreement or instrument binding upon it
                            or any of its assets.

16.1.5               VALIDITY AND ADMISSIBILITY IN EVIDENCE

                     All authorisations required:

16.1.5.1                    to enable it lawfully to enter into, exercise its
                            rights and comply with its obligations under the
                            Transaction Documents to which it is a party and to
                            ensure that the obligations expressed to be

<PAGE>

                                                                        Page 44.

                            assumed by it thereunder are legal, valid, binding
                            and enforceable; and

16.1.5.2                    to make the Transaction Documents to which it is a
                            party admissible in evidence in its jurisdiction of
                            incorporation,

                     have been obtained or effected and are in full force and
                     effect.

16.1.6               NO DEFAULT

16.1.6.1                    No Default is continuing or might reasonably be
                            expected to result from the advancing of the Loan
                            Amount to an extent or in a manner which could
                            reasonably be expected to have a Material Adverse
                            Effect.

16.1.6.2                    It is not, nor is it likely to be as a result of
                            entering into and performing its obligations under
                            the Transaction Documents, in violation of any law
                            or in breach of or in default under any agreement to
                            which it is a party or which is binding on it or any
                            of its assets to an extent or in a manner which
                            could reasonably be expected to have a Material
                            Adverse Effect.

16.1.7               NO MISLEADING INFORMATION

16.1.7.1                    All written information supplied by it to Mvela Gold
                            and the Senior Agent was true and accurate in all
                            material respects as at the date it was given and
                            was not misleading in any material respect at such
                            date.

16.1.7.2                    It has not knowingly withheld any information which,
                            if disclosed, would reasonably be expected
                            materially and adversely to affect the decision of
                            Mvela Gold in considering whether or not to provide
                            finance to GFI-SA or the decision of the Senior
                            Lenders to provide finance to Mvela Gold.

16.1.8               FINANCIAL STATEMENTS

16.1.8.1                    The Original Financial Statements were prepared in
                            accordance with IFRS consistently applied.

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                                                                        Page 45.

16.1.8.2                    The Original Financial Statements fairly represent
                            the GFL Group's financial condition and operations
                            during the relevant financial year.

16.1.9               PARI PASSU RANKING

                     Its payment obligations under the Finance Documents rank at
                     least pari passu with the claims of all its other unsecured
                     and unsubordinated creditors, except for obligations
                     mandatorily preferred by law applying to companies
                     generally in the jurisdiction of its incorporation.

16.1.10              NO PROCEEDINGS PENDING OR THREATENED

                     No litigation, arbitration or administrative proceedings of
                     or before any court, arbitral body or government agency
                     which, if adversely determined, might reasonably be
                     expected to have a Material Adverse Effect have (to the
                     best of its knowledge and belief) been started or
                     threatened against it or any Material GFL Group Company.

16.1.11              NO WINDING-UP

                     No Material GFL Group Company has taken any corporate
                     action, nor have any other steps been taken or legal
                     proceedings started or (to the best of its knowledge and
                     belief, after due enquiry) threatened against any Material
                     GFL Group Company, for it winding-up, dissolution,
                     administration or re-organisation or for the enforcement of
                     any Encumbrance over all or any of its revenues or assets
                     or for the appointment of a receiver, administrator,
                     administrative receiver, conservator, custodian, trustee or
                     similar officer of it or of all or any of its assets which
                     could reasonably be expected to have a Material Adverse
                     Effect.

16.1.12              NO ENCUMBRANCES

16.1.12.1                   No Encumbrance exists over all or any of the assets
                            of any Material Group Company except for Permitted
                            Encumbrances.

16.1.12.2                   No Encumbrance would arise as a result of the
                            execution of and performance of its rights and
                            obligations under the Transaction Documents.

<PAGE>

                                                                        Page 46.

16.1.13              ASSETS

                     It and each Material GFL Group Company has good title to or
                     validly leases or licenses all of the assets necessary and
                     has all consents and/or authorisations necessary to carry
                     on its business as conducted to the extent that failure to
                     comply with this clause 16.1.13 could reasonably be
                     expected to have a Material Adverse Effect.

16.1.14              INSURANCE

                     Each GFL Obligor maintains insurances on and in relation to
                     its business and assets against those risks and to the
                     extent as is usual for companies in the jurisdiction in
                     which it conducts its business carrying on substantially
                     similar business in such jurisdiction.

16.1.15              ENVIRONMENTAL COMPLIANCE

                     Each Material GFL Group Company has adopted and complies
                     with an environmental policy which requires monitoring of
                     and compliance with all applicable Environmental Law and
                     Environmental Permits applicable to it from time to time
                     and compliance with such policy will not cause a Material
                     Adverse Effect.

16.1.16              ENVIRONMENTAL CLAIMS

                     No Environmental Claim (not of a frivolous or vexatious
                     nature) has been commenced or (to the best of its knowledge
                     and belief) is threatened against any Material GFL Group
                     Company where that claim would be reasonably likely, if
                     determined against that Material GFL Group Company, to have
                     a Material Adverse Effect.

16.1.17              TAXATION

16.1.17.1                   It has duly and punctually paid and discharged all
                            Taxes imposed upon it or its assets within a time
                            period allowed without incurring penalties except to
                            the extent that:

16.1.17.1.1                        payment is being contested in good faith;

16.1.17.1.2                        it has maintained adequate reserves for those
                                   Taxes; and

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                                                                        Page 47.

16.1.17.1.3                        payment can be lawfully withheld.

16.1.17.2                   It is not materially overdue in the filing of any
                            Tax returns.

16.1.18              OWNERSHIP OF GFI-SA

                     GFI-SA is, subject to the change in shareholding in GFI-SA
                     which shall arise on implementation of the Subscription and
                     Share Exchange Agreement, a wholly-owned subsidiary of GFL.

16.1.19              NO MATERIAL ADVERSE EFFECT

                     There has been no change in its business, condition
                     (financial or otherwise), operations, performance,
                     properties or prospects since:

16.1.19.1                   in the case of the Guarantors, 30 June 2003; or

16.1.19.2                   in the case of GFI-SA, the date of its
                            incorporation,

                     to the extent or in a manner which could reasonably be
                     expected to have a Material Adverse Effect provided that
                     the acquisition to be made by GFI-SA in terms of the
                     Re-organisation Agreement shall not constitute a Material
                     Adverse Effect.

16.2         REPETITION

16.2.1               The Repeating Representations are deemed to be made on each
                     Warranty Date by each GFL Obligor by reference to the facts
                     and circumstances then existing on that Warranty Date.

16.2.2               For the purposes of clause 16.2.1 above:

16.2.2.1                    "REPEATING REPRESENTATIONS" means the
                            representations and warranties contained in clauses
                            16.1.1 (Status) to 16.1.19 (No Material Adverse
                            Effect) with the exceptions of clause 16.1.10 (No
                            Proceedings Pending or Threatened) (which shall not
                            constitute a Repeating Representation and which
                            shall only be deemed to have been made on the
                            Signature Date, the CP Satisfaction Date and the
                            date on which the Loan Amount is advanced to GFI-SA)
                            save that the references therein to "THE ORIGINAL
                            FINANCIAL STATEMENTS" shall, for the purposes of the

<PAGE>

                                                                        Page 48.

                            Repeating Representations, be construed as
                            references to the most recent audited consolidated
                            financial statements of the GFL Group and the
                            audited financial statements delivered to the Senior
                            Agent under clause 17.1 (Financial Statements).

16.2.2.2                    "WARRANTY DATE" means:

16.2.2.2.1                         the CP Satisfaction Date;

16.2.2.2.2                         the date on which the Loan Amount is advanced
                                   to GFI-SA; and

16.2.2.2.3                         each Interest Payment Date.

16.3         RELIANCE

             Mvela Gold has entered into or become party to the Finance
             Documents to which it is a party on the strength of, and relying
             on, the representations and warranties set out in clause 16.1
             (Representations and Warranties), each of which shall be deemed to
             be a separate representation and warranty given without prejudice
             to any other representation or warranty and deemed to be a material
             representation inducing Mvela Gold to enter into the Finance
             Documents to which it is a party.

17.    INFORMATION UNDERTAKINGS

       The undertakings in this clause 17 (Information Undertakings) are given
       in favour of Mvela Gold and remain in force from the Signature Date for
       so long as any amount is outstanding under the Finance Documents.

17.1         FINANCIAL STATEMENTS

             GFL shall supply to the Senior Agent:

17.1.1               as soon as the same become available, but in any event
                     within 120 (one hundred and twenty) days after the end of
                     each of its Financial Years:

17.1.1.1                    the audited consolidated financial statements of GFL
                            for that Financial Year;

<PAGE>

                                                                        Page 49.

17.1.1.2                    the audited financial statements of each GFL Obligor
                            for that Financial Year, with the exception of GFG,
                            only to the extent that there is no legal
                            requirement to audit its financial statements for
                            that Financial Year; and

17.1.1.3                    the unaudited financial statements of GFG for that
                            Financial Year;

17.1.2               as soon as the same become available, but in any event
                     within 60 (sixty) days after the first 6 (six) months of
                     its Financial Years:

17.1.2.1                    the unaudited financial statements of each GFL
                            Obligor for the first 6 (six) month period of that
                            Financial Year; and

17.1.2.2                    the unaudited consolidated financial statements of
                            GFL for the first 6 (six) month period of that
                            Financial Year; and

17.1.3               as soon as the same become available, but in any event
                     within 45 (forty-five) days after the end of each quarter
                     of each Financial Year:

17.1.3.1                    the unaudited consolidated financial statements of
                            GFL for that period;

17.1.3.2                    the unaudited financial statements of each GFL
                            Obligor for that period.

17.2         COMPLIANCE CERTIFICATE

17.2.1               GFL shall supply to the Senior Agent, with each set of
                     financial statements delivered pursuant to clauses 17.1.1
                     and 17.1.2, a Compliance Certificate setting out (in
                     reasonable detail) computations as to compliance with
                     clause 18 (Financial Covenants) as at the date as at which
                     those financial statements were drawn up.

17.2.2               Each Compliance Certificate shall be signed by 2 (two)
                     directors of GFL and, if required to be delivered with the
                     financial statements delivered pursuant to clause 17.1.1,
                     by the Auditors.

17.3         REQUIREMENTS AS TO FINANCIAL STATEMENTS

17.3.1               Each set of financial statements delivered by GFL pursuant
                     to clause 17.1 (Financial Statements) shall be certified by
                     a director of the

<PAGE>

                                                                        Page 50.

                     relevant company as fairly representing its financial
                     condition as at the date as at which those financial
                     statements were drawn up.

17.3.2               GFL shall procure that each set of financial statements
                     delivered pursuant to clause 17.1 (Financial Statements) is
                     prepared in accordance with IFRS, the requirements of its
                     jurisdiction of incorporation and accounting practises and
                     financial reference periods consistent with those applied
                     in the preparation of the Original Financial Statements.

17.3.3               Clause 17.3.2 shall not apply to the extent that, in
                     relation to any sets of financial statements, GFL notifies
                     the Senior Agent that there has been a change in IFRS or
                     the accounting practices or reference periods and its
                     Auditors (in the case of its annual audited financial
                     statements) or GFL (in the case of any of its other
                     financial statements) delivers to the Senior Agent:

17.3.3.1                    a description of any change necessary for those
                            financial statements to reflect IFRS, accounting
                            practices and reference periods upon which the
                            Original Financial Statements were prepared; and

17.3.3.2                    sufficient information, in form and substance as may
                            be reasonably required by the Senior Agent, to
                            enable the Senior Agent to determine whether clause
                            18 (Financial Covenants) has been complied with and
                            make an accurate comparison between the financial
                            position indicated in those financial statements and
                            the Original Financial Statements.

17.3.4               If GFL notifies the Senior Agent of a change in accordance
                     with clause 17.3.3 above, then GFL, GFI-SA and the Senior
                     Agent shall enter into negotiations in good faith with a
                     view to agreeing:

17.3.4.1                    whether or not the change might result in material
                            alteration in the commercial effect of any of the
                            terms of this Agreement or any other Finance
                            Document; and

17.3.4.2                    if so, any amendments to this Agreement or any other
                            Finance Document which may be necessary to ensure
                            that the change does not result in any material
                            alteration in the commercial effect of those terms,

<PAGE>

                                                                        Page 51.

                     and if any amendments are agreed they shall take effect and
                     be binding on each of the Parties in accordance with their
                     terms.

17.3.5               Any reference in this Agreement to "financial statements"
                     shall be construed as a reference to those financial
                     statements as the same may be adjusted under this clause
                     17.3 to reflect the basis upon which the Original Financial
                     Statements were prepared.

17.4         ACCESS TO RECORDS

             At any time after the occurrence of a Default and for so long as it
             is continuing, upon the request of the Senior Agent or Mvela Gold
             each GFL Obligor shall (at that GFL Obligor's expense) provide to
             the Senior Agent or any of its representatives and professional
             advisors such access to that GFL Obligor's records (including its
             general ledger), books and assets as that person may require at
             reasonable times and upon reasonable notice.

17.5         INFORMATION : MISCELLANEOUS

             Each GFL Obligor shall supply to the Senior Agent, if the Senior
             Agent or Mvela Gold so requests in writing:

17.5.1               all documents dispatched by that GFL Obligor to its
                     shareholders (or any class of them) or its creditors
                     generally at the same time as they are dispatched;

17.5.2               the details of any litigation, arbitration or
                     administrative proceedings which are current, threatened or
                     pending against any member of the GFL Group which, if
                     adversely determined against it, would be reasonably likely
                     to have a Material Adverse Effect; and

17.5.3               promptly, such further information (including an extract of
                     its general ledger) regarding the financial condition,
                     business and operations of any Material GFL Group Company
                     as the Senior Agent may reasonably request).

17.6         NOTIFICATION OF DEFAULT

17.6.1               Each GFL Obligor shall notify the Senior Agent, in writing
                     of any Default (and the steps, if any, being taken to
                     remedy it) promptly upon becoming aware of its occurrence
                     (unless that GFL Obligor is aware that a notification has
                     already been provided by another GFL Obligor).

<PAGE>

                                                                        Page 52.

17.6.2               Promptly upon a written request by the Senior Agent, GFI-SA
                     shall supply to the Senior Agent, a certificate signed by 2
                     (two) of its directors or senior officers on its behalf
                     certifying that no Default is continuing (or if a Default
                     is continuing specifying the Default and the steps, if any,
                     being taken to remedy it).

18.    FINANCIAL COVENANTS

18.1         FINANCIAL CONDITION

             Each GFL Obligor shall ensure that for so long as any amount is
             outstanding under any Finance Document:

18.1.1               the ratio of Consolidated EBITDA to Consolidated Net
                     Finance Charges in respect of any Measurement Period shall
                     be or shall exceed 6:1;

18.1.2               the ratio of Consolidated EBITDA to Net Debt Service, in
                     respect of any Measurement Period, shall not at the end of
                     such Measurement Period be less than 3.5:1;

18.1.3               the ratio of Consolidated Net Borrowings to Consolidated
                     EBITDA shall not respect of any Measurement Period exceed
                     2:1; and

18.1.4               Consolidated Tangible Net Worth shall not in respect of any
                     Measurement Period be less than US$650 000 000 (Six Hundred
                     and Fifty Million United States Dollars).

18.2         FINANCIAL TESTING

             The financial covenants referred to in clause 18.1 (Financial
             Condition) shall be tested in each case by reference to each of the
             financial statements delivered pursuant to clauses 17.1.1 and
             17.1.2 on the last day of each Measurement Period.

18.3         BREACH OF A FINANCIAL CONDITION UNDERTAKING

             Immediately upon becoming aware of a breach of any of the Financial
             Covenants, a GFL Obligor shall notify the Senior Agent with a copy
             to Mvela Gold and provide such details about the breach as the
             Senior Agent may request (unless that GFL Obligor is aware that a
             notification has already been provided by another GFL Obligor).

<PAGE>

                                                                        Page 53.

19.    GENERAL UNDERTAKINGS

       The undertakings in this clause 19 (General Undertakings) are given in
       favour of Mvela Gold and remain in force from the Signature Date for so
       long as any amount is outstanding under the Finance Documents.

19.1         AUTHORISATION

             Each GFL Obligor shall promptly:

19.1.1               obtain, comply with and do all that is necessary to
                     maintain in full force and effect; and

19.1.2               upon written request by the Senior Agent or Mvela Gold,
                     supply certified copies to the Senior Agent and/or Mvela
                     Gold, as the case may be, of,

             any authorisation required or desirable under any applicable law to
             enable it to perform its obligations under the Transaction
             Documents to which it is a party (including, without limitation,
             the mining authorisations and ministerial consents contemplated by
             the Reorganisation Agreement) and to ensure the legality, validity,
             enforceability or admissibility in evidence of any Transaction
             Document to which it is a party in South Africa.

19.2         COMPLIANCE WITH LAWS

             Each GFL Obligor shall comply in all respects with all laws and
             regulations to which it may be subject (including, but not limited
             to, Environmental Law), if failure so to comply would materially
             impair its ability to perform its obligations under the Transaction
             Documents to which it is a party.

19.3         NEGATIVE PLEDGE

19.3.1               No GFL Obligor shall (and GFL shall procure that no other
                     Material GFL Group Company shall) create or permit to
                     subsist any Encumbrance over any of its assets.

19.3.2               No GFL Obligor shall (and GFL shall ensure that no other
                     Material GFL Company will):

<PAGE>

                                                                        Page 54.

19.3.2.1                    sell, transfer or otherwise dispose of any of its
                            assets on terms whereby they are or may be leased to
                            or re-acquired by it or by a GFL Obligor or any
                            other member of the GFL Group;

19.3.2.2                    sell, transfer or otherwise dispose of any of its
                            receivables on recourse terms;

19.3.2.3                    enter into any arrangement under which money or the
                            benefit of a bank or other account may be applied,
                            set-off or made subject to a combination of
                            accounts; or

19.3.2.4                    enter into any other preferential arrangement having
                            a similar effect,

                     in circumstances where the arrangement or transaction is
                     entered into primarily as a method of raising Financial
                     Indebtedness or of financing the acquisition of an asset.

19.3.3               Clauses 19.3.1 and 19.3.2 above do not apply to Permitted
                     Encumbrances.

19.4         DISPOSALS AND MERGERS

19.4.1               No GFL Obligor shall (and GFL shall ensure that no other
                     Material GFL Company will):

19.4.1.1                    enter into a single transaction or a series of
                            transactions (whether related or not) and whether
                            voluntarily or involuntarily to sell, lease,
                            transfer or otherwise dispose of any assets;

19.4.1.2                    enter into any amalgamation, demerger, merger or
                            corporate reconstruction.

19.4.2               Clause 19.4.1 does not apply to:

19.4.2.1                    Permitted Disposals; or

19.4.2.2                    any amalgamation, demerger, merger or corporate
                            reconstruction of any member of the GFL Group,
                            without insolvency, if:

<PAGE>

                                                                        Page 55.

19.4.2.2.1                         in respect of the GFL Obligors or the
                                   successors-in-title or assignees of the GFL
                                   Obligors, the Transaction Documents are
                                   preserved as binding upon the amalgamated,
                                   demerged, merged and/or reconstructed members
                                   of the GFL Group; and

19.4.2.2.2                         the amalgamated, demerged, merged and/or
                                   reconstructed companies will be members of
                                   the GFL Group; and

19.4.2.2.3                         such amalgamation, demerger, merger and/or
                                   corporate reconstruction not have a Material
                                   Adverse Effect.

19.5         CHANGE OF BUSINESS

             Each GFL Obligor shall procure that no substantial change is made
             to the general nature of its business or the business of the GFL
             Group from that carried on at the Signature Date.

19.6         INSURANCE

             Each GFL Obligor shall (and GFL shall ensure that each Material GFL
             Group Company will) maintain insurances on and in relation to its
             business, properties and assets with reputable underwriters or
             insurance companies against those risks and to the extent as is
             usual for companies carrying on the same or substantially similar
             business.

19.7         ENVIRONMENTAL COMPLIANCE

19.7.1               Each GFL Obligor shall (and GFL shall ensure that each
                     Material GFL Group Company will) substantially comply in
                     all material respects with all Environmental Law and obtain
                     and maintain any Environmental Permits and take all
                     reasonable steps in anticipation of known or expected
                     future changes to or obligations under the same.

19.7.2               GFL shall ensure, in respect of the operations and assets
                     of any Material GFL Group Company (including, without
                     limitation, GFI-SA), that such operations and assets
                     substantially comply with all the material provisions of
                     ISO 14001 and the all the material provisions of the World
                     Bank Group Environment, Health and Safety Guidelines.

<PAGE>

                                                                        Page 56.

19.8         ENVIRONMENTAL CLAIMS

             Each GFL Obligor shall inform the Senior Agent with a copy to Mvela
             Gold, in writing as soon as reasonably practical upon becoming
             aware of the same:

19.8.1               if any Environmental Claim (not of a frivolous or vexatious
                     nature) has been commenced or (to the best of its knowledge
                     and belief) threatened against any Material GFL Group
                     Company; or

19.8.2               of any facts or circumstances which will or are reasonably
                     likely to result in any Environmental Claim (not of a
                     frivolous or vexatious nature) being commenced or
                     threatened against any Material GFL Group Company,

             where the claim would be reasonably likely, if determined against
             that Material GFL Group Company, to have a Material Adverse Effect.

19.9         TAXATION

             Each GFL Obligor shall duly and punctually pay and discharge all
             Taxes imposed upon it or its assets within the time period allowed
             without incurring penalties save to the extent that:

19.9.1               payment is being contested in good faith;

19.9.2               adequate reserves are being maintained for those Taxes; and

19.9.3               where such payment can be lawfully withheld.

19.10        MAINTENANCE OF LEGAL STATUS

             Each GFL Obligor shall do all such things as are necessary to
             maintain its existence as a legal person and shall maintain its
             books and records in good order and make all necessary corporate
             filings with the relevant authorities in its jurisdiction of
             incorporation.

19.11        CLAIMS PARI PASSU

             Each GFL Obligor shall ensure that at all times the claims of Mvela
             Gold against it under the Finance Documents rank at least pari
             passu with the claims of all its other unsecured and unsubordinated
             creditors save those

<PAGE>

                                                                        Page 57.

             whose claims are preferred by any bankruptcy, insolvency,
             liquidation or other similar laws of general application in its
             jurisdiction of incorporation.

20.    DEFAULT

20.1         EVENTS OF DEFAULT

             Each of the events set out in this clause 20.1 (Events of Default)
             is an Event of Default (whether or not caused by any reason
             whatsoever outside the control of GFI-SA or GFL or any other
             person).

20.1.1               NON-PAYMENT

20.1.1.1                    A GFL Obligor does not pay on the due date any
                            amount (other than the Loan Amount) payable pursuant
                            to a Finance Document at the place at and in the
                            currency in which it is expressly payable unless:

20.1.1.1.1                         its failure to pay is caused by
                                   administrative or technical error; and

20.1.1.1.2                         payment is made within 3 (three) Business
                                   Days of its due date.

20.1.1.2                    GFI-SA or any Guarantor does not repay the Loan
                            Amount in full within 3 (three) Business Days of its
                            due date.

20.1.2               FINANCIAL COVENANTS

                     Any requirement of clause 18 (Financial Covenants) is not
                     satisfied.

20.1.3               OTHER OBLIGATIONS

20.1.3.1                    Subject to clause 20.3 (Remedy), a GFL Obligor does
                            not comply with any provision of the Finance
                            Documents (other than those referred to in clause
                            20.1.1 (Non-Payment) and clause 20.1.2 (Financial
                            Covenants)).

20.1.3.2                    No Event of Default will occur under clause 20.1.3.1
                            if the Taxes not duly and punctually paid and
                            discharged and in respect of which the undertaking
                            contained in clause 19.9 is given do not

<PAGE>

                                                                        Page 58.

                            exceed an amount of ZAR25 000 000 (Twenty-five
                            Million Rand).

20.1.4               MISREPRESENTATION

20.1.4.1                    Subject to clause 20.3 (Remedy), any representation
                            or statement made or deemed to be made by any GFL
                            Obligor in the Finance Documents or any other
                            document delivered by or on behalf of any GFL
                            Obligor under or in connection with any Finance
                            Document is or proves to have been incorrect or
                            misleading in any material and adverse respect when
                            made or deemed to be made.

20.1.4.2                    No Event of Default will occur under clause 20.1.4.1
                            if the Taxes in respect of which the
                            representation(s) contained in clauses 16.1.17.1 and
                            16.1.17.2 was/were made does/do not exceed an amount
                            of ZAR25 000 000 (Twenty-five Million Rand).

20.1.5               CROSS-DEFAULT

20.1.5.1                    Any Financial Indebtedness of any Material GFL Group
                            Company (other than a Project Finance Subsidiary) is
                            not paid when due, nor where there is an applicable
                            grace period, within the earlier to expire of the
                            originally applicable grace period and a period of 5
                            (five) days starting at the same time as the
                            originally applicable grace period.

20.1.5.2                    Any Financial Indebtedness of any Material GFL Group
                            Company (other than a Project Finance Subsidiary) is
                            declared to be or otherwise becomes due and payable
                            prior to its specified maturity as a result of an
                            event of default (however described).

20.1.5.3                    Any commitment for any Financial Indebtedness of any
                            Material GFL Group Company (other than a Project
                            Finance Subsidiary) is cancelled or suspended by a
                            creditor of any Material GFL Group Company as a
                            result of an event of default (however described).

20.1.5.4                    Any creditor of any Material GFL Group Company
                            becomes entitled to declare any Financial
                            Indebtedness of any Material GFL Group Company
                            (other than a Project Finance Subsidiary) due and
                            payable prior to its specified maturity as a result
                            of an event of default (however described).

<PAGE>

                                                                        Page 59.

20.1.5.5                    No Event of Default will occur under this clause
                            20.1.5 if the aggregate amount of Financial
                            Indebtedness or commitment for Financial
                            Indebtedness falling within clauses 20.1.5.1 to
                            20.1.5.4 above is less than ZAR75 000 000
                            (Seventy-five Million Rand).

20.1.6               INSOLVENCY

20.1.6.1                    Any Material GFL Group Company is unable or admits
                            inability to pay its debts as they fall due,
                            suspends making payments on any of its debts or, by
                            reason of actual or anticipated financial
                            difficulties, commences negotiations with one or
                            more of its classes of creditors with a view to
                            rescheduling any of its Financial Indebtedness which
                            in the case of a Material GFL Group Company (other
                            than a GFL Obligor) could reasonably be expected to
                            have a Material Adverse Effect.

20.1.6.2                    The value of the assets of any Material GFL Group
                            Company is less than its liabilities (taking into
                            account contingent and prospective liabilities)
                            which in the case of a Material GFL Group Company
                            (other than a GFL Obligor) could reasonably be
                            expected to have a Material Adverse Effect.

20.1.6.3                    A moratorium is declared in respect of any Financial
                            Indebtedness of any GFL Obligor.

20.1.7               INSOLVENCY PROCEEDINGS

                     Any corporate action, legal proceedings or other similar
                     procedure or steps taken in relation to:

20.1.7.1                    the suspension of payments, a moratorium of any
                            Financial Indebtedness, winding-up, dissolution,
                            administration or re-organisation (by way of
                            voluntary arrangement, scheme of arrangement or
                            otherwise) of any GFL Obligor;

20.1.7.2                    a composition, compromise, assignment or arrangement
                            with any creditor or class of creditors of any GFL
                            Obligor;

20.1.7.3                    the appointment of a liquidator, receiver,
                            administrator, administrative receiver, judicial
                            manager, compulsory manager or other similar officer
                            in respect of any GFL Obligor or any of its assets;
                            or

<PAGE>

                                                                        Page 60.

20.1.7.4                    enforcement of any Encumbrance over any assets of
                            any GFL Obligor,

                     or any analogous procedure or step is taken in any
                     jurisdiction and any such procedure or proceedings are not
                     contested in good faith nor discharged within 30 (thirty)
                     days (or such shorter period provided for contesting such
                     procedure or proceedings under the laws of the relevant
                     jurisdiction).

20.1.8               FAILURE TO COMPLY WITH FINAL JUDGEMENT

                     Any Material GFL Group Company fails within 5 (five)
                     Business Days of the due date to comply with or pay any sum
                     due from it under any material final judgement or any final
                     order made or given by any court of competent jurisdiction.
                     For the purposes of this clause 20.1.8, a "MATERIAL FINAL
                     JUDGEMENT" shall be any judgement for the payment of a sum
                     of money in excess of ZAR75 000 000 (Seventy-five Million
                     Rand).

20.1.9               CREDITORS' PROCESS

                     Any expropriation (other than an expropriation where fair
                     compensation is received) or the operation of the
                     attachment, sequestration, distress or execution affects
                     any material asset of a Material GFL Group Company and is
                     not discharged within 21 (twenty-one) days. For the
                     purposes of this clause 20.1.9 a "MATERIAL ASSET" is any
                     single income producing asset of the relevant Material GFL
                     Group Company which contributes not less than 5% (five
                     percent) towards the gross turnover of the GFL Group
                     (calculated according to the most recent set of audited
                     consolidated financial statements delivered pursuant to
                     clause 17.1 (Financial Statements) provided that any loss
                     of mineral rights arising as a result of the operation of
                     the Mineral and Petroleum Resources Development Act, No. 28
                     of 2002 substantially in its current form as at the
                     Signature Date and/or the operation of the Minerals and
                     Petroleum Royalty Bill in substantially its current form
                     once enacted shall not constitute an expropriation for the
                     purposes of this clause 20.1.9.

20.1.10              UNLAWFULNESS

                     It is or becomes unlawful for a GFL Obligor to perform any
                     of its obligations under the Transaction Documents or such
                     obligations cease to be legal, valid, binding or
                     enforceable obligations.
<PAGE>

                                                                        Page 61.

20.1.11              REPUDIATION AND UNENFORCEABILITY

                     A GFL Obligor repudiates a Transaction Document or any
                     Transaction Document is declared to be or is otherwise
                     unenforceable against a GFL Obligor by a court of the
                     jurisdiction of incorporation of the relevant GFL Obligor.

20.1.12              GOVERNMENTAL INTERVENTION

                     By or under the authority of any government:

20.1.12.1                  the management of any Material GFL Group Company is
                           wholly or partially displaced or the authority of any
                           Material GFL Group Company in the conduct of its
                           business is wholly or partially taken over; or

20.1.12.2                  all or a majority of the issued shares of any
                           Material GFL Group Company or material part of its
                           revenues or assets is seized, nationalised,
                           expropriated or compulsorily acquired. For the
                           purposes of this clause 20.1.12.2 "MATERIAL PART OF
                           ITS REVENUES OR ASSETS" shall in relation to the
                           relevant Material GFL Group Company be construed as
                           revenues comprising not less than 5% (five percent)
                           of the gross turnover of the GFL Group calculated
                           mutatis mutandis in accordance with the provisions of
                           clause 20.1.9 or assets which contribute not less
                           than 5% (five percent) towards the gross turnover of
                           the GFL Group calculated mutatis mutandis accordance
                           with the provisions of clause 20.1.9, provided that
                           neither the implementation of the Mineral and
                           Petroleum Resources Development Act, No. 28 of 2002
                           substantially in its current form as at the Signature
                           Date nor the implementation of the Minerals and
                           Petroleum Royalty Bill in substantially its current
                           form once enacted shall constitute a seizure,
                           nationalisation, expropriation or compulsory
                           acquisition as contemplated by this clause 20.1.12.2.

20.1.13              BREACH OF TRANSACTION DOCUMENTS

                     Any GFL Obligor breaches any material provision of any
                     Transaction Documents (other than the Reorganisation
                     Agreement) and, if capable of remedy, fails to remedy such
                     breach within the applicable remedy period.

<PAGE>


                                                                        Page 62.

20.1.14              MATERIAL ADVERSE EFFECT

                     Any change occurs in the business, condition (financial or
                     otherwise), operations, performance, properties or
                     prospects of any GFL Obligor or the GFL Group as a whole
                     since the date of the last set of annual financial
                     statements provided to the Senior Agent in accordance with
                     this Agreement in relation to such GFL Obligor or the GFL
                     Group, as appropriate which would be reasonably likely to
                     have a Material Adverse Effect.

20.1.15              CESSATION OF BUSINESS

                     Any GFL Obligor ceases to carry on the business which it
                     undertakes at the Signature Date.

20.1.16              LITIGATION

                     Any litigation, arbitration, administrative proceedings or
                     governmental or regulatory investigations or proceedings
                     against any Material GFL Group Company or its respective
                     assets or revenues is reasonably expected to be adversely
                     determined, and if so determined, could reasonably be
                     expected to have a Material Adverse Effect.

20.1.17              CHANGE IN CONTROL

                     Any change in control of GFL occurs without the prior
                     written consent of the Senior Agent acting on the
                     instructions of the Majority Senior Lenders in
                     circumstances where such change in control could reasonably
                     be expected to have a Material Adverse Effect.

20.1.18              OWNERSHIP OF GFI-SA

                     GFI-SA ceases to be a wholly owned subsidiary of GFL at any
                     time prior to the Discharge Date.

20.2          ACCELERATION

20.2.1               On and at any time after the occurrence of an Event of
                     Default which is continuing the Senior Agent (and only the
                     Senior Agent in accordance with the terms of the
                     Intercreditor Agreement) may by written notice to
<PAGE>

                                                                        Page 63.

                     the GFL Obligors (with a copy to Mvela Gold) on behalf of
                     Mvela Gold:

20.2.1.1                   demand immediate repayment of the Loan Amount which
                           shall thereupon become immediately due and payable;
                           and

20.2.1.2                   claim and recover, and demand immediate payment, from
                           GFI-SA of the present value of each Future Interest
                           Payment Amount, which shall be calculated by
                           discounting the face value of each such Future
                           Interest Payment Amount at the Termination Rate from
                           its due date to the Default Date together with (if
                           applicable) interest thereon at the Default Rate
                           calculated from the Default Date to the actual date
                           of payment; and

20.2.1.3                   claim and recover, and demand immediate payment, from
                           GFI-SA of an additional amount (if any), as certified
                           in writing by the Senior Agent, which may be required
                           to enable Mvela Gold to settle its obligations to pay
                           any Tax arising as a consequence of the early payment
                           of the amounts referred to in clauses 20.2.1.1,
                           20.2.1.2 and/or 20.2.1.3 to the extent that, after
                           settlement of Mvela Gold's obligations in full under
                           the Senior Loan Agreement, it has insufficient cash
                           resources of its own to pay such Tax; and

20.2.1.4                   demand immediate payment of all amounts due and
                           payable by GFI-SA in terms of this Agreement which
                           have not been paid at the Default Date, plus

20.2.1.5                   demand immediate payment of interest calculated at
                           the Default Rate on all amounts of interest which are
                           in arrears as at the Default Date under this
                           Agreement calculated from due date to date of actual
                           payment.

20.2.2               Without prejudice to any claim(s) which Mvela Gold may have
                     for specific performance as against any GFL Obligor(s)
                     including without limitation, payment of interest, the
                     acceleration remedy as set out in clause 20.2.1 shall be
                     the sole and exclusive remedy available to Mvela Gold
                     hereunder in relation to an Event of Default and may only
                     be exercised by the Senior Agent on behalf of Mvela Gold.

20.2.3               Notwithstanding the provisions of clause 26.5.2, the Senior
                     Agent will be obliged to exercise all of the rights under
                     clause 20.2.1 simultaneously and may not partially exercise
                     such rights.

<PAGE>

                                                                        Page 64.

20.3          REMEDY

20.3.1               No Event of Default under this clause 20 (Default) (other
                     than those referred to in clause 20.1.1 (Non-Payment) and
                     20.1.2 (Financial Covenants)) will occur if the failure to
                     comply or circumstance giving rise to the same is capable
                     of remedy and is remedied by a GFL Obligor within 10 (ten)
                     days of the Senior Agent giving notice to the GFL Obligors
                     or any GFL Obligor becoming aware of the failure to comply.

20.3.2               For the purposes of clause 20.3.1 above, the events or
                     circumstances referred to in clause 20.1.5 (Cross-Default),
                     clause 20.1.6 (Insolvency), clause 20.1.7 (Insolvency
                     Proceedings), clause 20.1.8 (Failure to Comply with Final
                     Judgement), clause 20.1.10 (Unlawfulness), clause 20.1.11
                     (Repudiation and Unenforceability), clause 20.1.12
                     (Governmental Intervention), clause 20.1.14 (Material
                     Adverse Change) and clause 20.1.15 (Cessation of Business)
                     shall be deemed to be incapable of remedy save to the
                     extent set out therein unless the Senior Agent determines
                     otherwise.

21.      DISCLOSURE OF INFORMATION BY TRANSACTION AGENT AND EXCLUSION OF
         TRANSACTION AGENT'S LIABILITY

21.1          The Senior Agent shall be entitled (in accordance with the terms
              of the Intercreditor Agreement) to disclose all information and to
              copy all such documentation received by it hereunder from the GFL
              Obligors to the Transaction Participants and the GFL Obligors
              hereby consent to such information being disclosed and
              documentation being made available by the Senior Agent to the
              Transaction Participants. To the extent that the Senior Agent does
              not disclose any such information and/or make available
              documentation received by it hereunder to the Transaction
              Participants or any one of them, then the Transaction Participants
              or any one of them shall be entitled to enforce their right to
              receive such information and documentation directly against the
              GFL Obligors and the GFL Obligors shall notwithstanding that such
              information and/or documentation may have been made available
              and/or disclosed to the Senior Agent, nevertheless be obliged to
              disclose such information and/or make available such
              documentation, as the case may be, to the Transaction Participants
              or any one of them as if the Transaction Participants or any one
              of them were the Senior Agent.

21.2          Unless caused directly by its gross negligence, wilful default or
              fraud, the Senior Agent shall not accept responsibility or be
              liable for:
<PAGE>

                                                                        Page 65.

21.2.1               the adequacy, accuracy and/or completeness of any
                     information (whether oral or written) supplied by the
                     Senior Agent, a GFL Obligor or any other person given in or
                     in connection with any Finance Document;

21.2.2               the legality, validity, effectiveness, adequacy or
                     enforceability of any Finance Document or any other
                     agreement, arrangement or document entered into, made or
                     executed in anticipation of or in connection with any
                     Finance Document;

21.2.3               any losses to any person or any liability arising as a
                     result of taking or refraining from taking any action in
                     accordance with the Finance Documents in relation to any of
                     the Finance Documents or otherwise, whether in accordance
                     with an instruction pursuant to the Intercreditor
                     Agreement;

21.2.4               the exercise of, or the failure to exercise, (in each case
                     in accordance with the Finance Documents) any judgement,
                     discretion or power given to it by or in connection with
                     any of the Finance Documents or any other agreement,
                     arrangement or document entered into, made or executed in
                     anticipation of, pursuant to or in connection with the
                     Finance Documents;

21.2.5               the form, substance, adequacy or scope of any legal
                     opinions addressed to it or to Mvela Gold; or

21.2.6               any error of judgement made in good faith by any officer or
                     employee of the Senior Agent assigned by the Senior Agent
                     to administer the matters contemplated by this Agreement
                     and the Finance Documents.

21.3          Clause 21.1 above does not apply in respect of any document
              produced by the Senior Agent in its capacity as such for the
              purposes of the Finance Documents, but, if such document is to be
              relied on by any other Party, only if the Senior Agent expressly
              agrees to be responsible for such document.

21.4          Without limiting clause 21.5 below, the Senior Agent will not be
              liable for any action taken by it under or in connection with any
              Finance Document, unless directly caused by its gross negligence
              or wilful misconduct.

21.5          No Party (other than the Senior Agent) may take any proceedings
              against any director, officer, employee or agent of the Senior
              Agent (in their personal capacity) in respect of any claim it
              might have against the Senior Agent or in
<PAGE>

                                                                        Page 66.

              respect of any act or omission of any kind of that director,
              officer, employee or agent in relation to any Finance Document and
              the provisions of this clause 21.5 constitutes stipulations for
              the benefit of such directors, officers, employees and/or agents.

21.6          The Senior Agent shall have regard to the interests only of Mvela
              Gold as regards the exercise and performance of all powers,
              authorities, duties and discretions of the Senior Agent under this
              Agreement and the other Finance Documents to which it is a party.

21.7          In performing or carrying out its duties, obligations and
              responsibilities, the Senior Agent shall be considered to be
              acting only in a mechanical and administrative capacity (save as
              expressly provided in this Agreement and the other Finance
              Documents to which it is a party) and shall not have or be deemed
              to have any duty, obligation or responsibility to, or relationship
              of trust or agency with Mvela Gold or any GFL Obligor.

22.      CESSION, DELEGATION AND ASSIGNMENT

22.1          NO CESSION, DELEGATION OR ASSIGNMENT

              Save pursuant to the Senior Cession in Security and the Mezz SPV
              Reversionary Cession in Security (which cessions in security by
              Mvela Gold are hereby consented to by the GFL Obligors), no Party
              may cede or assign any of its rights or delegate or transfer any
              of its obligations in respect of any Finance Documents or the
              Liabilities without the prior written consent of the other
              Parties.

22.2          SPLITTING OF CLAIMS

              The GFL Obligors consent to any splitting of claims that may arise
              pursuant to any cession, assignment and/or delegation effected in
              accordance with the provisions of the Senior Cession in Security
              and the Mezz SPV Reversionary Cession in Security..

<PAGE>

                                                                        Page 67.

23.      PAYMENT MECHANICS

23.1          PAYMENTS

              Any payment to be made by any GFL Obligor under this Agreement or
              any other Finance Document shall be made to the Collection Account
              by no later than 14h00 on its due date.

23.2          NO WITHHOLDING

              All payments to be made by a GFL Obligor under the Finance
              Documents shall be calculated and made on due date in immediately
              available, freely transferable, cleared funds free and clear of
              any deduction, set-off or counterclaim.

24.      CHANGE IN CIRCUMSTANCES, INCREASED COSTS OR ILLEGALITY

24.1          In the event that Mvela Gold is liable for any increased costs
              pursuant to the terms of the Senior Loan Agreement resulting from
              the imposition of, or changes in the administration or
              interpretation of, capital ratio or reserve requirements on
              contingent liabilities or other measures imposed by regulatory
              authorities (each a "CHANGE IN CIRCUMSTANCES") and Mvela Resources
              or Mvela Gold fails to compensate the Senior Lenders directly for
              such increased costs, then there will be an increase in the
              Interest Rate to place Mvela Gold in the same position it would
              have been in but for any Change in Circumstances.

24.2          In the event there is a change in the income tax rate for normal
              tax applicable to Mvela Gold and/or Mezz SPV or a change in any
              Tax law or any change in the administration or interpretation of
              any Tax law resulting in an increase or decrease in Mvela Gold's
              and/or Mezz SPV's net taxable income or a new tax which was not
              applicable as at the Signature Date (each a "CHANGE IN TAX
              CIRCUMSTANCES") then there will be an increase or decrease in the
              Interest Rate to place Mvela Gold and/or Mezz SPV, as the case may
              be, in the same position it would have been in but for any Change
              in Tax Circumstances; provided that there will be no such increase
              in the Interest Rate unless Mvela Resources has failed to perform
              its obligations under the Sponsor Support, Guarantee and Retention
              Agreement.

24.3          If any introduction, change in interpretation, variation or
              imposition of any law makes it unlawful or impossible without
              breach of such law (but this Agreement is still legal, valid and
              enforceable) for Mvela Gold to provide the

<PAGE>

                                                                        Page 68.

              Loan hereunder, or to make all or any part of the Advance, or to
              allow any part of the Loan to be outstanding, or to carry out any
              of its obligations hereunder, or to charge or receive interest at
              the Interest Rate in terms of this Agreement, then GFI-SA shall
              repay or prepay, without penalty, to Mvela Gold the amount
              calculated mutatis mutandis in accordance with the provisions of
              clause 20.2, on the next Interest Payment Date or such earlier
              date as may be required by law provided that the amount which
              GFI-SA is required to repay or prepay in terms of this clause
              shall be limited to the amount required to cure the illegality or
              impossibility as the case may be.

25.      CONFIDENTIALITY

25.1          Without the prior written consent of the other Parties, each Party
              will keep confidential and will not disclose to any person:

25.1.1               the details of any document, the details of the
                     negotiations leading to any document, and the information
                     handed over to such Party during the course of
                     negotiations, as well as the details of all the
                     transactions or Agreements contemplated in any document;
                     and

25.1.2               all information relating to the business or the operations
                     and affairs of the Parties (together "CONFIDENTIAL
                     INFORMATION").

25.2          The Parties agree to keep all Confidential Information
              confidential and to disclose it only to their officers, directors,
              employees, consultants, shareholders, professional advisers and
              any person to whom the Parties wish to cede any or their
              respective rights or delegate any of their respective obligations
              under any of the Finance Documents who:

25.2.1               have a need to know (and then only to the extent that each
                     such person has a need to know);

25.2.2               are aware of the disclosing Party's undertaking in relation
                     to such information in terms of this Agreement; and

25.2.3               have been directed by the disclosing Party to keep the
                     Confidential Information confidential and have undertaken
                     to keep the Confidential Information confidential.
                     Furthermore, if any Party so requires, the disclosing Party
                     shall procure that each of its employees to whom such
                     disclosure is made, provides a written undertaking of
                     confidentiality to the requesting Party, on terms which
                     meet with that Party's reasonable satisfaction.

<PAGE>

                                                                        Page 69.

25.3          The obligations of the Parties in relation to the maintenance and
              non-disclosure of Confidential Information in terms of this
              Agreement do not extend to information that:

25.3.1               is disclosed to the receiving Party in terms of this
                     Agreement but at the time of such disclosure such
                     information is known to be in the lawful possession or
                     control of that Party and not subject to an obligation of
                     confidentiality; or

25.3.2               is or becomes public knowledge, otherwise than pursuant to
                     a breach of this Agreement by the Party who received such
                     Confidential Information; or

25.3.3               is required by the provisions of any law, statute or
                     regulation or during any court proceedings, or by the rules
                     or regulations of any recognised stock exchange to be
                     disclosed and subject to the provisions of clause 25.4, the
                     Party required to make the disclosure has taken all
                     reasonable steps to limit, as far as reasonably possible,
                     the extent of such disclosure and has consulted with the
                     other Party prior to making such disclosure; or

25.3.4               is disclosed generally to professional advisors who are
                     either under a duty to maintain the privilege of such
                     Confidential Information or who have agreed to keep such
                     Confidential Information confidential; or

25.3.5               is disclosed to any Transaction Participant.

25.4          Before any announcement or statement relating to Confidential
              Information only is made as required by any law, statute or
              regulation, or the rules or regulations of any recognised stock
              exchange, the Parties shall use their reasonable endeavours to
              provide the other Party with a written draft of the proposed
              announcement or statement at least 48 (forty eight) hours before
              the proposed time of the announcement and the Parties shall also
              use their reasonable endeavours to agree the wording and timing of
              all public announcements and statements relating to Confidential
              Information. If a written draft of the proposed announcement
              cannot be provided to the other Party or agreement cannot be
              reached, by the time that any such announcement or statement must
              be made, the Party in question shall be free to make the relevant
              announcement or statement notwithstanding that such agreement has
              not been reached, but in so doing it shall not disclose more than
              the minimum information that it is compelled to disclose. Copies
              of any public announcement or statement shall be given to the
              other Party in the most expeditious manner reasonably available.

<PAGE>

                                                                        Page 70.

26.      MISCELLANEOUS

26.1          RENUNCIATION OF BENEFITS

              Each GFL Obligor renounces, to the extent permitted under
              applicable law, the benefits of each of the legal exceptions of
              excussion, division, revision of accounts, no value received,
              errore calculi, non causa debiti, non numeratae pecuniae and
              cession of actions, and declares that it understands the meaning
              of each such legal exception and the effect of such renunciation.

26.2          ACCOUNTS AND CERTIFICATES

              Any certificate issued, and signed by any manager or director
              (whose appointment, designation and authority as such it shall not
              be necessary to prove) of the Senior Agent shall, save for
              manifest error, be prima facie proof of the amounts from time to
              time owing by any GFL Obligor under the Finance Documents.

26.3          SOLE AGREEMENT

              This Agreement constitutes the sole record of the agreement
              between the Parties in regard to the subject matter hereof.

26.4          NO IMPLIED TERMS

              No Party shall be bound by any express or implied term,
              representation, warranty, promise or the like, not recorded in
              this Agreement.

26.5          NO VARIATION

26.5.1               No addition to, amendment to, variation or consensual
                     cancellation of this Agreement and no extension of time,
                     waiver or relaxation or suspension of any of the provisions
                     or terms of this Agreement shall be of any force or effect
                     unless in writing and signed by or on behalf of all the
                     Parties.

26.5.2               Notwithstanding the provisions of clause 26.5.1, Mvela Gold
                     hereby agrees that:

26.5.2.1                   the Senior Agent and the GFL Obligors may amend or
                           vary; and/or
<PAGE>

                                                                        Page 71.

26.5.2.2                   the Senior Agent may in its sole discretion grant
                           extensions of time, waivers, relaxations or suspend,

                     the provisions of clauses 16 (Representations and
                     Warranties) (other than clauses 16.1.1 (Status), 16.1.2
                     (Power and Authority), 16.1.3 (Binding Obligations), 16.1.4
                     (Non-Conflict with other Obligations) and 16.1.5 (Validity
                     and Admissibility in Evidence) and 16.1.9 (Pari Passu
                     Ranking)), 18 (Financial Covenants), 19 (General
                     Undertakings) (other than clauses 19.1 (Authorisation) and
                     19.11 (Claims Pari Passu)) and 20 (Default) (other than
                     clause 20.2 (Acceleration) but without prejudice to the
                     Senior Agent's right to deliver, defer the delivery of or
                     not to deliver the Acceleration Notice under clause 20.2
                     (Acceleration) in accordance with the terms of the
                      Intercreditor Agreement) without requiring Mvela Gold's
                     consent and any such amendment or variation or extension of
                     time, waiver, relaxation or suspension shall be binding on
                     Mvela Gold.

26.6          EXTENSIONS AND WAIVERS

              No latitude, extension of time or other indulgence which may be
              given or allowed by any Party to any other Party in respect of the
              performance of any obligation hereunder or enforcement of any
              right arising from this Agreement and no single or partial
              exercise of any right by any Party shall under any circumstances
              be construed to be an implied consent by such Party or operate as
              a waiver or a novation of, or otherwise affect any of that Party's
              rights in terms of or arising from this Agreement or estop such
              Party from enforcing, at any time and without notice, strict and
              punctual compliance with each and every provision or term of this
              Agreement.

26.7          FURTHER ASSURANCES

              The Parties undertake at all times to do all such things, to
              perform all such acts and to take all such steps and to procure
              the doing of all such things, the performance of all such actions
              and the taking of all such steps as may be open to them and
              necessary for or incidental to the putting into effect or
              maintenance of the terms, conditions and import of this Agreement.

26.8          WAIVER OF DEFENCES

              The provisions of this Agreement will not be affected by an act,
              omission, matter or thing which, but for this clause 26.8, would
              reduce, release or prejudice the subordination and priorities in
              this Agreement including:

<PAGE>

                                                                        Page 72.

26.8.1               any time, waiver or consent granted to, or composition with
                     any person;

26.8.2               the taking, variation, compromise, exchange, renewal or
                     release of, or refusal or neglect to perfect, take up or
                     enforce, any rights against, or security over assets of
                     Mvela Gold or any non-presentation or non-observance of any
                     formality or other requirement in respect of any instrument
                     or any failure to realise the full value of any security;

26.8.3               any incapacity or lack of power, authority or legal
                     personality of or dissolution or change in the members or
                     status of any person;

26.8.4               any amendment (however fundamental) or replacement of a
                     Finance Document or any other document or security;

26.8.5               any unenforceability, illegality or invalidity of any
                     obligation of any person under any Finance Document or any
                     other document or security; or

26.8.6               any intermediate payment or discharge of any of the
                     Liabilities in whole or in part.

26.9          INDEPENDENT ADVICE

              Each of the Parties acknowledges that they have been free to
              secure independent legal and other advice as to the nature and
              effect of all of the provisions of this Agreement and that they
              have either taken such independent legal and other advice or
              dispensed with the necessity of doing so. Further, each of the
              Parties acknowledges that all of the provisions of this Agreement
              and the restrictions therein contained are fair and reasonable in
              all the circumstances and are part of the overall intention of the
              Parties in connection with this Agreement.

26.10         COUNTERPARTS

              This Agreement may be executed in any number of counterparts and
              by different parties thereto in separate counterparts, each of
              which when so executed shall be deemed to be an original and all
              of which when taken together shall constitute one and the same
              agreement.

<PAGE>

                                                                        Page 73.

26.11         WAIVER OF IMMUNITY

              Each GFL Obligor waives generally all immunity it or its assets or
              revenues may otherwise have in any jurisdiction, including
              immunity in respect of:

26.11.1              the giving of any relief by way of interdict or order for
                     specific performance or for the recovery of assets or
                     revenues; and

26.11.2              the issue of any process against its assets or revenues for
                     the enforcement of a judgement or, in an action in rem, for
                     the arrest, detention or sale of any of its assets and
                     revenues.

27.      NOTICES AND DOMICILIA

27.1          NOTICES

27.1.1               Each Party chooses the addresses set out opposite its name
                     below as its addresses to which any written notice in
                     connection with this Agreement to which they are a party,
                     may be addressed.

27.1.1.1                   MVELA GOLD:

                              Physical Address:   1 Albury Park
                                                  First Floor South Wing
                                                  Magalieszicht Avenue
                                                  DUNKELD WEST

                              Telefax No:         (011) 325-5320
                              e-mail:             jean@mvelares.co.za
                              Attention:          The Company Secretary


27.1.1.2                   GFI-SA:

                              Physical Address:   24 St Andrews Road
                                                  PARKTOWN
                                                  Johannesburg

                              Telefax No:         (011) 484-5842
                              e-mail:             cain.farrell@goldfields.co.za
                              Attention:          The Company Secretary

<PAGE>

                                                                        Page 74.

27.1.1.3                   GFL:

                              Physical Address:   24 St Andrews Road
                                                  PARKTOWN
                                                  Johannesburg

                              Telefax No:         (011) 484-5842
                              e-mail:             cain.farrell@goldfields.co.za
                              Attention:          The Company Secretary

27.1.1.4                   SENIOR AGENT:

                              Physical Address:   1 Merchant Place
                                                  1 Fredman Drive
                                                  SANDTON

                              Telefax No:         (011) 282-8328
                              e-mail:             brian.longley@rmb.co.za
                              Attention:          Head of Structured Finance

27.1.2               Any notice or communication required or permitted to be
                     given in terms of this Agreement shall be valid and
                     effective only if in writing but it shall be competent to
                     give notice by telefax.

27.1.3               Any Party may by written notice to the other Parties change
                     its chosen address, e-mail address and/or telefax number
                     for the purposes of clause 27.1.1 to any other address,
                     e-mail address and/or telefax number, provided that the
                     change shall become effective on the fourteenth day after
                     the receipt of the notice by the addressee.

27.1.4               Any notice given in terms of this Agreement shall:

27.1.4.1                   if sent by a courier service, be deemed to have been
                           received by the addressee on the 7th (seventh)
                           Business Day following the date of such sending;

27.1.4.2                   if delivered by hand, be deemed to have been received
                           by the addressee on the date of delivery;

27.1.4.3                   if transmitted by facsimile, be deemed to have been
                           received by the addressee on the first Business Day
                           after the date of transmission,

<PAGE>

                                                                        Page 75.

                     unless the contrary is proved.

27.1.5               Notwithstanding anything to the contrary herein contained,
                     a written notice or communication actually received by a
                     Party shall be an adequate written notice or communication
                     to it, notwithstanding that it was not sent to or delivered
                     at its chosen address and/or telefax number.

27.2          DOMICILIA

27.2.1               Each of the Parties chooses its address referred to in
                     clause 27.1 as its domicilium citandiet executandi at
                     which documents in legal proceedings in connection with
                     this Agreement may be served.

27.2.2               Any Party may by written notice to the other Parties change
                     its domicilium from time to time to another address, not
                     being a post office box or a poste restante, in South
                     Africa; provided that any such change shall only be
                     effective on the fourteenth day after deemed receipt of the
                     notice by the other Party pursuant to clause 27.1.4 and
                     27.1.5, as the case may be.

28.      GOVERNING LAW

         The entire provisions of this Agreement shall be governed by and
         construed in accordance with the laws of South Africa.

29.      JURISDICTION

         The Parties hereby irrevocably and unconditionally consent to the
         non-exclusive jurisdiction of the Witwatersrand Local Division of the
         High Court of South Africa (or any successor to that division) in
         regard to all matters arising from this Agreement.

30.      SEVERABILITY

         Each provision in this Agreement is severable from all others,
         notwithstanding the manner in which they may be linked together or
         grouped grammatically, and if in terms of any judgment or order, any
         provision, phrase, sentence, paragraph or clause is found to be
         defective or unenforceable for any reason, the remaining provisions,
         phrases, sentences, paragraphs and clauses shall nevertheless continue
         to be of full force. In particular, and without limiting the generality
         of the aforegoing, the Parties acknowledge their intention to continue
         to be bound by this Agreement notwithstanding that any provision may be
         found to be unenforceable or void or

<PAGE>

                                                                        Page 76.

         voidable, in which event the provision concerned shall be severed from
         the other provisions, each of which shall continue to be of full force
         but provided always that the overall commercial intent and purpose of
         the transaction constituted by the Transaction Documents is preserved
         notwithstanding the severance of such provision(s).

31.      STIPULATIONS FOR THE BENEFIT OF TRANSACTION PARTICIPANTS

         The provisions of this Agreement which confer rights or benefits on any
         Transaction Participant constitute stipulations in favour of each of
         such Transaction Participant and shall be deemed to have been accepted
         by such Transaction Participant and to constitute a binding agreement
         in favour of such Transaction Participant (notwithstanding that the
         Transaction Participant shall not have executed this Agreement ) by the
         execution by such Transaction Participant of an Acceptance of Benefits
         and delivery thereof to the Senior Agent at any time.

SIGNED at _________________ on this the _________ day of _____________ 2003.

                              For and on behalf of
                              GFI MINING SOUTH AFRICA LIMITED

                              ____________________________
                              Name:
                              Capacity:
                              Who warrants his authority hereto

SIGNED at _________________ on this the _________ day of _____________ 2003.

                              For and on behalf of
                              GOLD FIELDS LIMITED

                              ____________________________
                              Name:
                              Capacity:
                              Who warrants his authority hereto

<PAGE>

                                                                        Page 77.

SIGNED at _________________ on this the _________ day of _____________ 2003.

                              For and on behalf of
                              GOLD FIELDS AUSTRALIA PTY LIMITED

                              ____________________________
                              Name:
                              Capacity:
                              Who warrants his authority hereto

SIGNED at _________________ on this the _________ day of _____________ 2003.

                              For and on behalf of
                              GOLD FIELDS GUERNSEY LIMITED

                              ____________________________
                              Name:
                              Capacity:
                              Who warrants his authority hereto

SIGNED at __________________ on this the _________ day of _____________ 2003.

                              For and on behalf of
                              LEXSHELL 579 INVESTMENTS
                              (PROPRIETARY) LIMITED

                              ____________________________
                              Name:
                              Capacity:
                              Who warrants his authority hereto
<PAGE>

                                                                        Page 78.

SIGNED at __________________ on this the _________ day of _____________ 2003.

                              For and on behalf of
                              FIRSTRAND BANK LIMITED (ACTING
                              THROUGH ITS RAND MERCHANT BANK
                              DIVISION)

                              ____________________________
                              Name:
                              Capacity:
                              Who warrants his authority hereto

                              ____________________________
                              Name:
                              Capacity:
                              Who warrants his authority hereto

<PAGE>

                                                                        Page 79.

                                                                      SCHEDULE 1

                            FINANCIAL CLOSE DOCUMENTS

                       PART 1 : FINANCIAL CLOSE DOCUMENTS

1.       A Formalities Certificate in the form of Part 2 of Schedule 1
         (Financial Close Documents) in respect of:

1.1           GFI-SA,

1.1.1                attaching:

1.1.1.1                    a true copy of a resolution of the board of directors
                           of GFI-SA:

                           (a)     approving the terms of, and the transactions
                                   contemplated by, the Transaction Documents to
                                   which it is a party and resolving that it
                                   execute those Transaction Documents;

                           (b)     authorising a specified person or persons to
                                   execute the Transaction Documents to which it
                                   is a party on its behalf; and

                           (c)     authorising a specified person or persons, on
                                   its behalf, to sign and/or despatch all
                                   documents and notices to be signed and/or
                                   despatched by it under or in connection with
                                   the Transaction Documents to which it is a
                                   party;

1.1.1.2                    a specimen of the signature of each person authorised
                           by the resolution referred to in paragraph 1.1.1.1
                           above;

1.1.2                containing a statement:

1.1.2.1                    that borrowing the Loan Amount would not cause any
                           borrowing or similar limit in its Constitutive
                           Documents to be exceeded;

1.1.2.2                    that as at the date of the Formalities Certificate no
                           Default has occurred or is continuing;
<PAGE>

                                                                        Page 80.

1.1.2.3                    that as at the date of the Formalities Certificate
                           the representations and warranties in clause 16.1
                           (Representations and Warranties) of this Agreement
                           are correct in all material respects.

1.2           THE GUARANTORS,

1.2.1                attaching:

1.2.1.1                    a true copy of a resolution of the board of directors
                           of each Guarantor:

                           (a)     approving the terms of, and the transactions
                                   contemplated by, the Transaction Documents to
                                   which it is a party and resolving that it
                                   execute those Transaction Documents;

                           (b)     authorising a specified person or persons to
                                   execute the Transaction Documents to which it
                                   is a party on its behalf; and

                           (c)     authorising a specified person or persons, on
                                   its behalf, to sign and/or despatch all
                                   documents and notices to be signed and/or
                                   despatched by it under or in connection with
                                   the Transaction Documents to which it is a
                                   party;

1.2.1.2                    a specimen of the signature of each person authorised
                           by the resolution referred to in paragraph 1.2.1.1
                           above;

1.2.2                containing a statement:

1.2.2.1                    that guaranteeing payment of the Loan Amount would
                           not cause any borrowing or similar limit in its
                           Constitutive Documents to be exceeded;

1.2.2.2                    that as at the date of the Formalities Certificate no
                           Default has occurred or is continuing;

1.2.3                that as at the date of the Formalities Certificate the
                     representations and warranties in clause 16.1
                     (Representations and Warranties) of this Agreement are
                     correct in all material respects.

<PAGE>

                                                                        Page 81.

2.       LEGAL OPINIONS

2.1           A legal opinion of Edward Nathan & Friedland (Proprietary) Limited
              in respect of the GFL Obligors with the exception of GFA and GFG
              in an agreed form.

2.2           A legal opinion from foreign counsel in respect of GFA and GFG in
              an agreed form.

2.3           A legal opinion of Werksmans Inc. in respect of Mvela Resources,
              Mvela Gold and MHL in an agreed form.

2.4           A legal opinion for a Senior Counsel acceptable to the Senior
              Lenders, GFL and Mvela Gold confirming that the transactions as
              contemplated by the Transaction Documents do not contravene
              Section 38 of the Companies Act.

3.       TRANSACTION DOCUMENTS

         A duly executed original of each of the following:

3.1           the Finance Documents;

3.2           the Reorganisation Agreement;

3.3           the Subscription and Share Exchange Agreement;

3.4           the Senior Loan Agreement;

3.5           the Mezz SPV Loan Agreement;

3.6           the Senior Cession in Security;

3.7           the Mvela Resources Subscription Agreement;

3.8           the Covenants Agreement;

3.9           the Sponsor Support, Guarantee and Retention Agreement;

3.10          the Mezz SPV Cession in Security;

<PAGE>

                                                                        Page 82.

3.11          the Mezz SPV Reversionary Cession in Security;

3.12          the IDC Preference Share Subscription Agreement;

3.13          the GFLM Preference Share Subscription Agreement;

3.14          the RMB Preference Share Subscription Agreement;

3.15          the Mvela Resources Pledge;

3.16          the IFC Loan Agreement;

3.17          the PIC Loan Agreement;

3.18          the JP Morgan Preference Share Subscription Agreement;

3.19          the Inter Mezzanine Investors Agreement;

3.20          the Intercreditor Agreement;

3.21          the Account Bank Agreement;

3.22          the Transaction Participant Undertaking;

3.23          the PIC Put Option Agreement; and

3.24          the Pre-emptive Rights Agreement.

4.       INSURANCES

         A copy of an insurance certificate in the agreed form from GFI-SA's
         insurance brokers in relation to the cover in effect for the GFL
         Group's business confirming (among other things) that insurances are in
         place against such risks, in such amounts, with such insurers and upon
         such terms as are consistent with the provisions of clause 21.14
         (Insurance).

5.       ORIGINAL FINANCIAL STATEMENTS

         A copy of the Original Financial Statements.

<PAGE>

                                                                        Page 83.

6.       OTHER DOCUMENTS AND EVIDENCE

6.1           Evidence reasonably satisfactory to the Transaction Participants
              that all suspensive conditions suspending the operation of each of
              the Transaction Documents have, save to the extent that the
              unconditionality of this Agreement is a suspensive condition, been
              fulfilled or waived and that accordingly all of the Transaction
              Documents are unconditional and will be implemented in accordance
              with their respective terms.

6.2           Written consent by the bank and the agent of the lenders to GFL
              under the syndicated loan facility dated 26 November 2001 to the
              providing of the guarantee by the Guarantors under this Agreement.

6.3           Written consent by ANZ Bank under the general banking facility to
              GFA and its Australian subsidiaries to the providing of the
              guarantee by GFA under this Agreement.

7.       REGULATORY APPROVALS AND RULINGS

7.1           A written ruling from the South African Revenue Services
              confirming that the interest on the Loan and on the loan advanced
              under the Senior Loan Agreement respectively is deductible in
              full.

7.2           The Exchange Control Department of the South African Reserve Bank
              has (to the extent necessary) approved the provisions of the
              guarantees by all of the non-resident Guarantors in respect of
              this Agreement.

8.       AMENDMENT OF CONSTITUTIVE DOCUMENTS

         The Memorandum and Articles of Association of each of Mvela Gold and
         Mezz SPV have been amended (which amendment is of full force and effect
         pursuant to the necessary special resolutions having been registered by
         the Registrar of Companies) in a manner satisfactory to the Senior
         Agent in order to render Mvela Gold and Mezz SPV "insolvency remote" by
         limiting the capacity of the aforesaid companies and the powers and
         authority of the directors of the aforesaid companies.

9.       MVELA RESOURCES PRIVATE PLACEMENT

         Mvela Resources has raised an amount of at least ZAR1 750 000 000 (One
         Billion Seven Hundred and Fifty Million Rand) by way of a private
         placement of ordinary shares in the share capital of Mvela Resources or
         settlement of such private placement has been underwritten by
         underwriters.

<PAGE>

                                                                        Page 84.

10.      SHAREHOLDER RESOLUTIONS

         A certified copy of any shareholder resolutions required to be passed
         by the shareholders of any of the GFL Obligors which may be required to
         allow the relevant GFL Obligor(s) to enter into and perform its/their
         rights and obligations under the Transaction Documents to which it/they
         is/are a party and where any such resolution is required to be
         registered, evidence acceptable to the Senior Agent that such
         resolution has been registered by the Registrar of Companies.

<PAGE>

                                                                        Page 85.

                                                                      SCHEDULE 1

                            FINANCIAL CLOSE DOCUMENTS

                    PART 2 : FORM OF FORMALITIES CERTIFICATE

        (TO APPEAR ON THE LETTERHEAD OF GFI MINING SOUTH AFRICA LIMITED)

To:      FirstRand Bank Limited
         (acting through its Rand Merchant Bank division)
         (as Senior Agent)

         Attention :       [INSERT]
                                                                          [Date]

Dear Sirs

GFI MINING SOUTH AFRICA LIMITED : GFI-SA LOAN AGREED DATED [-] 2003

We [    ] and [     ] being [respectively a Director and Secretary/Directors] of
GFI Mining South Africa Limited ( the "BORROWER") being duly authorised by the
Borrower to deliver this Certificate hereby make the following certifications.

Capitalised terms not otherwise defined herein shall, unless the context
otherwise requires, have the meanings ascribed to them in the written agreement
entitled "Loan Agreement", entered into between Lexshell 579 Investments
(Proprietary) Limited, FirstRand Bank Limited (acting through its Rand Merchant
Bank Division) (as Senior Agent), GFI Mining South Africa Limited, Gold Fields
Limited, Gold Fields Australia Pty Limited and Gold Fields Guernsey Limited (the
"GUARANTORS").

1.       CONSTITUTIONAL DOCUMENTS

         Attached hereto are true, complete and up-to-date copies of:

1.1           the Certificate to Commence Business of GFI-SA and each Guarantor;

1.2           the Certificate of Incorporation of GFI-SA and each Guarantor;

<PAGE>

                                                                        Page 86.

1.3           all Certificates of Change of Name of GFI-SA and each Guarantor;

1.4           the Memorandum and Articles of Association of GFI-SA and each
              Guarantor.

2.       BOARD RESOLUTIONS

         Attached hereto are a true copy of the minutes of meetings of the
         respective Board of Directors of GFI-SA and each Guarantor duly
         convened and held recording resolutions passed at such meeting (which
         resolutions are in full force and effect and have not been rescinded or
         varied and which approve the execution and performance by GFI-SA and
         each Guarantor of the Transaction Documents to which it is a party and
         all transactions contemplated thereby.

3.       NO BREACH OF BORROWING LIMIT

         We have examined the terms of all loan agreements, trust deeds and
         similar borrowing instruments and all other relevant instruments and
         agreements to which GFI-SA and each Guarantor is a party together with
         the Constitutive Documents of GFI-SA and each Guarantor (the "RELEVANT
         DOCUMENTS") and we can confirm to you that the entering into by GFI-SA
         and each Guarantor of the Transaction Documents to which it is a party,
         and the borrowing by GFI-SA and the guaranteeing by each Guarantor of
         all sums capable of being drawn under the Loan Agreement (the "MAXIMUM
         DRAWINGS") will not infringe the terms of the Relevant Documents and
         that the borrowing of the Maximum Drawings when aggregated with any
         other indebtedness of GFI-SA and the guaranteeing of the Maximum
         Drawings when aggregated with any other indebtedness of the Guarantors:

3.1           are and will be within the corporate powers of GFI-SA and each
              Guarantor; and

3.2           does not or will not cause to be exceeded any limit or restriction
              on any of the powers of GFI-SA and each Guarantor (whether
              contained in any relevant documents or otherwise) or the right or
              ability of the Directors of GFI-SA and each Guarantor to exercise
              such powers.

4.       NO DEFAULT

         We, having made all due enquiries, can confirm to you that as at the
         date of this Certificate no Default has occurred and is continuing.
<PAGE>

                                                                        Page 87.

5.       REPRESENTATIONS AND WARRANTIES

         We, having made all due enquiries, can confirm to you that as at the
         date of this certificate the representations and warranties given by
         GFI-SA and each Guarantor in clause 16.1 (Representations and
         Warranties) of the Loan Agreement are correct in all material respects.

Yours faithfully

_____________________                      __________________________
[Director]                                   [Director/Secretary]

<PAGE>

                                                                        Page 88.

                                                                      SCHEDULE 2

                         PART 1 : ACCEPTANCE OF BENEFITS

To:           FirstRand Bank Limited (acting through its Rand Merchant Bank
              division)
              (as Senior Agent)
              16th Floor
              1 Merchant Place
              1 Fredman Drive
              SANDTON

From:         [INSERT NAME OF SENIOR LENDER] (the "ACCEPTING PARTY")

                                                                Date:   [insert]
Dear Sirs

GFI MINING SOUTH AFRICA LIMITED : GFI-SA LOAN AGREEMENT DATED [-] 2003 ("THE
LOAN AGREEMENT"): ACCEPTANCE OF BENEFITS

1.       We refer to the Loan Agreement. This is an Acceptance of Benefits and
         terms used in this Acceptance of Benefits have the same meaning as in
         the Loan Agreement.

2.       This Acceptance of Benefits is delivered to you pursuant to clause 31
         of the Loan Agreement.

3.       We hereby:

3.1           advise you that we are a Transaction Participant under the
              Transaction Documents; and;

3.2           accept all benefits conferred on us as a Transaction Participant
              pursuant to the terms of the Loan Agreement.

4.       For the purposes of clause 27 of the Loan Agreement our administrative
         details are as follows:

                     Physical Address:        [        ]
                                              [        ]
                                              [        ]
<PAGE>

                                                                        Page 89.

                     Telefax No:              [        ]
                     e-mail:                  [        ]
                     Attention:               [        ]

5.       This Acceptance of Benefits has been executed on the date stated above
         and shall be governed by and construed in accordance with the laws of
         South Africa.

__________________________________
For: [ACCEPTING PARTY]
Name:
Capacity:
Who warrants his authority hereto

<PAGE>

                                                                        Page 90.

                                                                      SCHEDULE 2

                         PART 2 : FORM OF ACCESSION DEED

To:           FirstRand Bank Limited (acting through its Rand Merchant Bank
              division)
              (as Senior Agent)
              16th Floor
              1 Merchant Place
              1 Fredman Drive
              SANDTON

From:         [INSERT NAME OF ADDITIONAL GUARANTOR]

                                                                Date:   [insert]

Dear Sirs

GFI MINING SOUTH AFRICA LIMITED : GFI-SA LOAN AGREEMENT DATED [-] 2003 ("THE
LOAN AGREEMENT"): ACCESSION DEED

1.       We refer to the Loan Agreement. This is an Accession Deed and terms
         used in this Accession Deed have the same meaning as in the Loan
         Agreement.

2.       We, [INSERT NAME OF ADDITIONAL GUARANTOR], agree to become an
         Additional Guarantor and to be bound by the terms of the Loan Agreement
         as an Additional Guarantor. We, [INSERT NAME OF ADDITIONAL GUARANTOR],
         are a company duly incorporated under the laws of [NAME OF RELEVANT
         JURISDICTION].

3.       For the purposes of clause 27 of the Loan Agreement our administrative
         details are as follows:

                     Physical Address:        [        ]
                                              [        ]
                                              [        ]

                     Telefax No:              [        ]
                     e-mail:                  [        ]
                     Attention:               [        ]

5.       This Accession Deed has been executed on the date stated above and
         shall be governed by and construed in accordance with the laws of South
         Africa.

<PAGE>

                                                                        Page 91.

_________________________________
For: [ADDITIONAL GUARANTOR]
Name:
Capacity:
Who warrants his authority hereto

<PAGE>

                                                                        Page 92.

                                                                      SCHEDULE 3

                         FORM OF COMPLIANCE CERTIFICATE

        (TO APPEAR ON THE LETTERHEAD OF GFI MINING SOUTH AFRICA LIMITED)

To: FirstRand Bank Limited
    (acting through its Rand Merchant Bank division)
    (as Senior Agent)
    16th Floor
    1 Merchant Place
    1 Fredman Drive
    SANDTON

    Attention: [INSERT]

                                                                          [DATE]

Dear Sirs

GFI MINING SOUTH AFRICA LIMITED - GFI-SA LOAN AGREEMENT DATED [-] 2003 (THE
"LOAN AGREEMENT")

1.       We refer to the Loan Agreement. Terms defined in the Loan Agreement
         shall have the same meaning when used herein.

2.       This is a Compliance Certificate.

3.       We confirm that as at [INSERT DATE]:

3.1           CONSOLIDATED EBITDA TO CONSOLIDATED NET FINANCE CHARGES

              the ratio of Consolidated EBITDA to Consolidated Net Finance
              Charges for the Measurement Period ending on [INSERT DATE], was :
              [      ] : 1;

3.2           CONSOLIDATED EBITDA TO NET DEBT SERVICE

              the ratio of Consolidated EBITDA to Net Debt Service for the
              Measurement Period ending on [INSERT DATE], was: [          ] : 1;

<PAGE>

                                                                        Page 93.

3.3           CONSOLIDATED NET BORROWINGS TO CONSOLIDATED EBITDA

              the ration of Consolidated Net Borrowings to Consolidated EBITDA
              for the Measurement Period ending on [INSERT DATE], was : [      ]
              : 1; and

3.4           CONSOLIDATED TANGIBLE NET WORTH

              Consolidated Tangible Net Worth was US$[          ],

         and attach calculations showing how these figures were calculated.

4.       We [CONFIRM THAT NO DEFAULT IS CONTINUING.] *

Signed: ___________________

Director: _________________

Signed: ___________________

Director: _________________

[INSERT APPLICABLE CERTIFICATION LANGUAGE]

____________________________
For and on behalf of
[NAME OF AUDITORS OF GFI-SA]

[NOTE: AUDITORS TO SIGN CERTIFICATE RELATING TO FINANCIAL YEAR STATEMENTS.]

---------------
* If this statement cannot be made, the certificate should identify any Default
that is continuing and the steps, if any, being taken to remedy it.

<PAGE>

                                                                        Page 94.

                                                                      SCHEDULE 4

                              DISCLOSURE SCHEDULE

1.       LITIGATION

         On 6 May 2003, a lawsuit was filed by Zalumi Singleton Mtwesi against
         Gold Fields Limited ("Gold Fields") in the State of New York. Mr.
         Mtwesi alleges that during the apartheid era in South Africa he was
         subjected to human rights violations while employed by Gold Fields of
         South Africa Limited ("GFSA"). With effect from January 1, 1998,
         substantially all of the gold mining assets and interests previously
         held by GFSA were acquired by GFL Mining Services Limited, a wholly
         owned subsidiary of Gold Fields. Mr. Mtwesi filed the lawsuit on behalf
         of himself and as representative of all other victims and all other
         persons similarly situated. Mr. Mtwesi and the plaintiffs' class have
         demanded an order certifying the plaintiffs' class and compensatory
         damages from Gold Fields in the amount of $7 billion. A complaint has
         not been served on Gold Fields. Should the lawsuit proceed, defending
         it may be costly and time consuming and there can be no assurance that
         Gold Fields will be successful. If Gold Fields is unsuccessful in
         defending the lawsuit considerable compensatory damages or other
         penalties may be imposed on Gold Fields that may have a material
         adverse effect on Gold Fields' business, operating results and
         financial condition.

2.       GOLD FIELDS GHANA LIMITED ("GFG")

2.1           MINERAL RIGHTS

              Under Ghanaian law, the Tarkwa property mining leases are subject
              to the ratification of parliament. The Minerals Commission, the
              statutory corporation overseeing the mining operations on behalf
              of the government of Ghana, has submitted the Tarkwa property
              leases for parliamentary ratification, but they have not yet been
              ratified as required by law. To the extent that failure to ratify
              these leases adversely affects their validity, there may be a
              material adverse effect on GFG's business, operating results and
              financial condition.

              Under the provisions of the Minerals and Mining Law, the size of
              an area in respect of which a mining lease may be granted cannot
              exceed 50 square kilometers for any single grant or 150 square
              kilometers in the aggregate for any company. Gold Fields Ghana's
              mining leases cover approximately 207 square kilometers and
              Abosso's mining lease covers approximately 52 square

<PAGE>

                                                                        Page 95.

              kilometers. GFG has identified land at the Tarkwa and Damang sites
              that is not viable for GFG's desired use and plans to give up that
              land so as to come within the prescribed limits prior to the end
              of 2004.

2.2           ENVIRONMENTAL

              GFG has an environmental permit for the Tarkwa property. However,
              it still needs to obtain an environmental certificate for this
              property. An application for an environmental certificate has been
              made to the Ghanaian Environmental Protection Agency, or EPA, for
              the Tarkwa property. The EPA has advised GFG that an environmental
              certificate for the Tarkwa property will be issued in due course.
              As part of the process of obtaining an environmental certificate,
              GFG has posted a reclamation bond for Tarkwa and has submitted an
              environmental management plan.

              Regarding the Teberebie property, GFG received an environmental
              permit in April 2002. GFG submitted a fully costed reclamation
              plan for both Tarkwa and Teberebie. GFG has provided a reclamation
              bond to cover both properties pursuant to discussions with the
              EPA.

              Abosso has an environmental permit for the Damang mine. Abosso has
              applied for an environmental certificate for the Damang mine,
              which it has been advised will be issued in due course, and has
              posted a reclamation bond of $2.0 million.

<PAGE>

                                                                        Page 96.

                                                                      SCHEDULE 5

                             FORM OF LOAN SUPPLEMENT

                                    Amongst

                 LEXSHELL 579 INVESTMENTS (PROPRIETARY) LIMITED
        (WHICH IS TO BE RENAMED "MVELAPHANDA GOLD (PROPRIETARY) LIMITED"
 OR SUCH OTHER NAME SELECTED THAT IS ACCEPTABLE TO THE REGISTRAR OF COMPANIES)

                                       and

                         GFI MINING SOUTH AFRICA LIMITED
                 (WHICH IS TO BE CONVERTED TO A PRIVATE COMPANY)

                                       and

                             FIRSTRAND BANK LIMITED
                (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)
                        (IN ITS CAPACITY AS SENIOR AGENT)
<PAGE>

                                                                        Page 97.

1.       This document constitutes the Loan Supplement contemplated by the
         GFI-SA Loan Agreement ("the Loan Agreement") dated [INSERT] 2003
         entered into between inter alia Lexshell 579 Investments (Proprietary)
         Limited, GFI Mining South Africa Limited and FirstRand Bank Limited
         (acting through its Rand Merchant Bank division). Terms defined in the
         Loan Supplement and used herein shall bear the same meanings as defined
         in the Loan Agreement. The Loan Supplement must be read in conjunction
         with, and forms part of, the Loan Agreement.

2.       The Parties agree that the Interest Rate shall be [%] nominal annual
         compounded semi-annually in arrears.

3.       The Parties agree that Annexure A hereto sets out the Interest Payment
         Dates and the Interest Payment Amounts payable on each such dates.

4.       This Loan Supplement may be executed by each Party signing a separate
         copy hereof and each of the copies together shall constitute the Loan
         Supplement.

SIGNED at ________________ on this the ______ day of __________________ 2003.

                                         For and on behalf of
                                         LEXSHELL 579 INVESTMENTS
                                         (PROPRIETARY) LIMITED

                                         __________________________________
                                         Name:
                                         Capacity:
                                         Who warrants his authority hereto

SIGNED at ________________ on this the ______ day of __________________ 2003.

                                         For and on behalf of
                                         GFI MINING SOUTH AFRICA
                                         LIMITED

                                         __________________________________
                                         Name:
                                         Capacity:
                                         Who warrants his authority hereto
<PAGE>

                                                                        Page 98.

SIGNED at ________________ on this the ______ day of __________________ 2003.

                                         For and on behalf of
                                         FIRSTRAND BANK LIMITED (ACTING
                                         THROUGH ITS RAND MERCHANT BANK
                                         DIVISION)

                                         __________________________________
                                         Name:
                                         Capacity:
                                         Who warrants his authority hereto

                                         __________________________________
                                         Name:
                                         Capacity:
                                         Who warrants his authority hereto

<PAGE>

                                                                        Page 99.

                                                                    ANNEXURE "A"

<TABLE>
<CAPTION>
INTEREST PAYMENT DATE                  INTEREST PAYMENT AMOUNT
---------------------                  -----------------------
<S>                                    <C>
---------------------                  -----------------------
---------------------                  -----------------------
---------------------                  -----------------------
---------------------                  -----------------------
---------------------                  -----------------------
---------------------                  -----------------------
---------------------                  -----------------------
</TABLE>