Exhibit
4.61


 


LOAN
ASSIGNMENT AGREEMENT


 


 


Dome
Resources (PNG) Limited


 


and


 


Dome
Resources Pty Limited


 


and


 


DRD
(Isle of Man) Limited


 


and


 


Tolukuma
Gold Mines Limited


 


 


 


 


O’BRIENS
[LOGO]


Lawyers

Level 5

Defens Haus

Cnr of Hunter St & Champion Pde

PORT MORESBY


 


Telephone                                       +675
308 8300

Facsimile                                               +675
308 8399


 

















 


TABLE OF
CONTENTS


 


 


	
  1.

  	
  DEFINED MEANINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  ASSIGNMENT OF LOAN

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  RESTATEMENT OF ACCOUNT
  AND TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  



 


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LOAN ASSIGNMENT AGREEMENT


 


	
  DATED

  	
   

  	
  NOVEMBER 21, 2003

  



 


PARTIES


 


1.                                       Dome Resources (PNG) Limited (Company No.
1-18497) of c/- O’Briens Lawyers, Level 5, Defens Haus, Cnr Hunter Street &
Champion Parade, Port Moresby, NCD, Papua New Guinea (Dome).


 


2.                                       Dome Resources Pty Limited (ACN 220 752
641) (formerly Dome Resources NL) of c/- Level 2, 62 Collins Street, West
Perth, Western Australia 6005, Australia (NL).


 


3.                                       DRD (Isle of Man) Limited (Company No.
94445C) the Company incorporated under the laws of the Isle of Man, having its
registered office at Grosvenor House, 67/67 Athol Street, Douglas, Isle of Man (DRD IoM).


 


4.                                       Tolukuma Gold Mines Limited a Company
incorporated under the laws of the Independent State of Papua New Guinea and
having its registered office at c/- O’Briens, Level 5, Defens haus, Cnr Hunter
Street & Champion Parade, Port Moresby, NCD, Papua New Guinea (TGM).


 


BACKGROUND


 


A.                                   Dome
has lent the sum of PGK22,621,000.00 to TGM and such loan stands as an asset in
the books of Dome.


 


B.                                     Dome
obtained the funds for the loan by way of borrowing from NL in Australian
Dollars.


 


C.                                     Dome
has agreed with DRD IoM for DRD IoM to acquire the loan from Dome in
consideration for DRD IoM accepting a novation and assuming the liabilities of
Dome to NL to repay the amount sought from NL which Dome on lent to TGM in
Australian Dollars.


 


D.                                    TGM
also borrowed a further amount of A$5,982,252.00 from NL and NL has agreed to
assign that Loan to DRD IoM for face value in the sum of A$5,982,252.00.


 


E.                                      The
parties now wish to record the  terms of
the assignment in this document.


 


OPERATIVE
PROVISIONS


 


1.                                      DEFINED MEANINGS


 


Words used in this document and the rules of
interpretation that apply are set out and explained in the definitions and
interpretation clause at the back of this document.


 

















 


2.                                      ASSIGNMENT OF LOAN


 


2.1                               TGM
Borrowing from Dome


 


In consideration of DRD IoM assuming the obligations of
Dome to repay monies to NL, Dome assigns and transfers to DRD IoM all of its
right, title and interest in the TGM Loan.


 


In consideration of Dome assigning all of its right,
title and interest in the TGM Loan, DRD IoM hereby takes a transfer of, and
assumes the obligations of Dome to NL under, the Dome Loan to the extent of the
Assumption Amount in substitution for Dome.


 


NL accepts the transfer and assumption of the
obligations of Dome under the Dome Loan to DRD IoM and forever releases and
holds harmless Dome from the obligations transferred to DRD IoM.


 


2.2                               Dome
borrowing from NL


 


Subject to the assignment of the TGM/NL Loan and the
assumption by DRD IoM of Dome’s obligation to repay to NL that portion of the
Dome Loan represented in the Assumption Amount, and as further consideration
for the assignment and assumption by DRD IoM, NL assigns to DRD IoM the balance
of the Dome Loan after deduction of the Assumption Amount.


 


2.3                               TGM
borrowing from NL


 


In consideration of DRD IoM paying the sum of
A$5,982,252.00 to NL, NL assigns and transfers to DRD IoM all its right, title
and interest in the TGM/NL Loan.


 


3.                                      RESTATEMENT
OF ACCOUNT AND TERMS


 


3.1                               Conversion
of Currency


 


The TGM Loan from Dome to assigned pursuant to clause
2 above standing in the sum of PGK 22,621,000.00 as at the date of this
agreement by further agreement between the 
parties will stand as of the date of this agreement denominated in US
Dollars by conversion at the ANZ mid-rate on the date of this agreement and TGM
shall be obliged to repay the loan to DRD IoM in US Dollars.


 


3.2                               Interest
Rate Applicable and Repayment Date


 


TGM and DRD IoM agree that the TGM Loan, the TGM/NL
Loan and the Dome Loan on and from their assignment will bear interest at the
rate of LIBOR rate for 90 day commitments of US Dollars from time to time plus
2.5% and will be repayable upon demand.


 


4.                                      GENERAL
PROVISIONS


 


4.1                               Costs


 


Each party must pay its own costs in relation to:


 


2

















 


(a)                                  the
negotiation, preparation, execution, performance, amendment or registration of,
or any consent given or made; and


 


(b)                                 the
performance of any action by that party in compliance with any liability
arising, under this document, or any agreement or document executed or effected
under this document, unless this document provides otherwise.


 


4.2                               Assignment


 


A party must not transfer any right or liability under
this document without the prior consent of each other party, except where this
document provides otherwise.


 


4.3                               Notices


 


(a)                                  Any
notice to or by a party under this document must be in writing and signed by
the sender or, if a corporate party, an authorised officer of the sender.


 


(b)                                 Any
notice may be served by delivery in person or by post or transmission by
facsimile to the address or number of the recipient specified in this provision
or most recently notified by the recipient to the sender.


 


(c)                                  Any
notice is effective for the purposes of this document upon delivery to the
recipient or production to the sender of a facsimile transmittal confirmation
report before 4.00pm local time on a day in the place in or to which the
written notice is delivered or sent or otherwise at 9.00am on the next day
following delivery or receipt.


 


4.4                               Governing
Law and Jurisdiction


 


(a)                                  This
document is governed by and construed under the law in Papua New Guinea.


 


(b)                                 Any
legal action in relation to this document against any party or its property may
be brought in any court of competent jurisdiction in Papua New Guinea.


 


(c)                                  Each
party by execution of this document irrevocably, generally and unconditionally
submits to the non-exclusive jurisdiction of any court specified in this
provision in relation to both itself and its property.


 


4.5                               Amendments


 


Any amendment to this document has no force or effect,
unless effected by a document executed by the parties.


 


4.6                               Third
parties


 


This document confers rights only upon a person
expressed to be a party, and not upon any other person.


 


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4.7                               Precontractual
negotiation


 


This document:


 


(a)                                  expresses
and incorporates the entire agreement between the parties in relation to its
subject-matter, and all the terms of that agreement; and


 


(b)                                 supersedes
and excludes any prior or collateral negotiation, understanding, communication
or agreement by or between the parties in relation to that subject-matter or
any term of that agreement.


 


4.8                               Further
assurance


 


Each party must execute any document and perform any
action necessary to give full effect to this document, whether before or after
performance of this document.


 


4.9                               Continuing
performance


 


(a)                                  The
provisions of this document do not merge with any action performed or document
executed by any party for the purposes of performance of this document.


 


(b)                                 Any
representation in this document survives the execution of any document for the
purposes of, and continues after, performance of this document.


 


(c)                                  Any
indemnity agreed by any party under this document:


 


(i)                                     constitutes
a liability of that party separate and independent from any other liability of
that party under this document or any other agreement; and


 


(ii)                                  survives
and continues after performance of this document.


 


4.10                        Remedies


 


The rights of a party under this document are
cumulative and not exclusive of any rights provided by law.


 


4.11                        Severability


 


Any provision of this document which is invalid in any
jurisdiction is invalid in that jurisdiction to that extent, without
invalidating or affecting the remaining provisions of this document or the
validity of that provision in any other jurisdiction.


 


4.12                        Counterparts


 


This agreement may be executed in any number of
counterparts each of which when taken together will constitute one and the same
instrument.


 


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5.                                      DEFINITIONS
AND INTERPRETATION


 


5.1                               Definitions


 


In this document unless the context otherwise
requires:


 


Assumption
Amount means the amount PGK22,621,000.00 converted to
Australian Dollars at the ANZ mid-rate of exchange on the date of this
agreement resulting in, an amount of liability by Dome to NL under the Dome
Loan being assumed by DRD IoM in that amount.


 


Dome
Loan means a loan in Australian Dollars made by NL to Dome
and standing in the sum of A$32,942,236.00 as at 30 June 2003.


 


TGM Loan
means the loan from Dome to TGM in the amount of
PGK22,621,000.00.


 


TGM/NL
Loan means the loan by NL to TGM in the sum of
A$5,982,252.00.


 


5.2                               Interpretation


 


In this document unless the context otherwise
requires:


 


(a)                                  clause
and subclause headings are for reference purposes only;


 


(b)                                 the
singular includes the plural and vice versa;


 


(c)                                  words
denoting any gender include all genders;


 


(d)                                 reference
to a person includes any other entity recognised by law and vice versa;


 


(e)                                  where
a word or phrase is defined its other grammatical forms have a corresponding
meaning;


 


(f)                                    any
reference to a party to this document includes its successors and permitted
assigns;


 


(g)                                 any
reference to any agreement or document includes that agreement or document as
amended at any time;


 


(h)                                 the
use of the word includes or including is not to be taken as limiting
the meaning of the words preceding it;


 


(i)                                     the
expression at any time includes
reference to past, present and future time and the performance of any action
from time to time;


 


(j)                                     an
agreement, representation or warranty on the part of two or more persons binds
them jointly and severally;


 


(k)                                  an
agreement, representation or warranty on the part of two or more persons is for
the benefit of them jointly and severally;


 


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(l)                                     reference
to an item is a reference to an item in the schedule to this document;


 


(m)                               reference
to an exhibit, annexure, attachment or schedule is a reference to the
corresponding exhibit, annexure, attachment or schedule in this document;


 


(n)                                 reference
to a provision described, prefaced or qualified by the name, heading or caption
of a clause, subclause, paragraph, schedule, item, annexure, exhibit or
attachment in this document means a cross reference to that clause, subclause,
paragraph, schedule, item, annexure, exhibit or attachment;


 


(o)                                 when
a thing is required to be done or money required to be paid under this document
on a day which is not a Business Day, the thing must be done and the money paid
on the immediately preceding Business Day; and


 


(p)                                 reference
to a statute includes all regulations and amendments to that statute and any
statute passed in substitution for that statute or incorporating any of its
provisions to the extent that they are incorporated.


 


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EXECUTED as an
agreement.


 


 


	
  SIGNED by TOLUKUMA GOLD MINES

  LIMITED in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  Mark
  Wellesley-Wood

  	
   

  
	
   

  	
   

  	
  Authorised Representative

  	
   

  
	
  Signature of witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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  SIGNED by DOME RESOURCES (PNG)

  LIMITED in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  Mark
  Wellesley-Wood

  	
   

  
	
   

  	
   

  	
  Authorised Representative

  	
   

  
	
  Signature of witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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  SIGNED by DOME RESOURCES PTY

  LTD (formerly DOME RESOURCES NL)

  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  Mark
  Wellesley-Wood

  	
   

  
	
   

  	
   

  	
  Authorised Representative

  	
   

  
	
  Signature of witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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  SIGNED by DRD Isle of Man Limited in

  the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  Mark
  Wellesley-Wood

  	
   

  
	
   

  	
   

  	
  Authorised Representative

  	
   

  
	
  Signature of witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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