Exhibit
4.60


 


This agreement


 


is made on 14 October 2003 between the following
parties:


 


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


 


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


 


Recitals


 


A.                                   The
parties are also parties (with others) to a Deed of Amalgamation (Deed of Amalgamation) dated on or about
the date of this agreement under which Mineral Resources Porgera Limited
(company number 1-14321) (MRP) and
Orogen Minerals (Porgera) Limited (company number 1-25740) (OMP) and Dome Resources (PNG) Limited
(company number 1-18497) (Dome)
will amalgamate under the laws of Papua New Guinea.


 


B.                                     DRD
(IoM) has agreed to acquire, by way of assignment, the Loan from OML on the
terms set out in the Loan Assignment Agreement (Loan Assignment Agreement) which is to be entered into at
Completion under the Deed of Amalgamation.


 


C.                                     Under
the Deed of Amalgamation, DRD (IoM) has agreed to pay the Stamp Duty on the
Deed of Amalgamation and any agreement or document entered into or signed under
the Deed of Amalgamation (other than the Stamp Duty payable by OML under the
Loan Assignment Agreement) up to the Agreed Maximum Duty (DRD Duty).


 


D.                                    Under
the Deed of Amalgamation OML has agreed to pay the Stamp Duty on the Deed of
Amalgamation and any agreement or document entered into or signed under the
Deed of Amalgamation to the extent it exceeds the Agreed Maximum Duty plus any
Stamp Duty payable by OML under the Loan Assignment Agreement (OML Duty).


 


E.                                      The
parties have agreed the arrangements in this agreement in relation to the
payment of, and any entitlement to, a refund of Stamp Duty.


 


The parties agree


 


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


 


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1.                                      Definitions


 


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


 


2.                                      Agreed
Maximum Duty


 


The agreed maximum duty for the purposes of the Deed
of Amalgamation is US$3.690 million (Agreed
Maximum Duty).


 


3.                                      Payment
of DRD Duty


 


DRD (IoM) will pay or procure Dome to pay the DRD Duty
on the last date for payment of such DRD Duty once assessed. If the DRD Duty is
payable before Completion, DRD (IoM) may elect to have such DRD Duty paid from
the Deposit held under clause 4.6 of the Deed of Amalgamation.


 


4.                                      Payment
of OML Duty


 


OML will pay the OML Duty on the last date for payment
of such OML Duty once assessed.


 


5.                                      Stamp
Duty Top Up


 


DRD (IoM) will pay to OML any Stamp Duty Top Up (being
the amount set out in item 28 of Schedule 2 of the Deed of Amalgamation) as and
when required under the Deed of Amalgamation.


 


6.                                      Stamp
Duty refund after Completion


 


If the DRD Duty and the OML Duty have been paid,
Completion under the Deed of Amalgamation occurs and there is then a refund of
some (or all) of the Stamp Duty paid, then:


 


(a)                                  if
the refund is made to DRD (IoM) or the Amalgamated Company in the form of a
cash payment, the entity receiving the refund must pay the amount of the refund
(less any reasonable out of pocket expenses associated with the payment to OML)
to OML within 2 Business Days after receipt.


 


(b)                                 if
the refund is in the form of tax credits issued in the name of DRD (IoM) or the
Amalgamated Company, then the Amalgamated Company or DRD (IoM) must pay to OML
the face value of the tax credits received (less any reasonable out of pocket
expenses associated with the payment to OML) on the earlier of 14 months after
the date of the Deed of Amalgamation and the date the Amalgamated Company
commences paying income tax in Papua New Guinea.


 


(c)                                  if
the refund is made to OML (whether in the form of a cash payment or tax
credits), then OML is entitled to retain the benefit of such refund.


 


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7.                                      Treatment
of Stamp Duty refund if Completion does not occur


 


If the DRD Duty has been paid and Completion does not
occur or the Deed of Amalgamation is rescinded or otherwise unwound, and a
refund of any or all of the Stamp Duty paid is received:


 


(a)                                  if
the refund is received by DRD (IoM) in the form of a cash payment, DRD (IoM) is
entitled to retain that amount up to the value of the DRD Duty unless:


 


(1)                                  Completion
has not occurred, or is unwound because of a material breach by DRD (IoM) of
its obligations under the Deed of Amalgamation; and


 


(2)                                  the
DRD Duty was paid out of the Deposit,


 


in which case, DRD (IoM) will pay to OML the amount of
the refund (less any reasonable out of pocket expenses associated with the
payment to OML) within 2 Business Days after receipt of the refund;


 


(b)                                 if
the refund is received by OML, OMP, MRP or any other member of the OSL group of
companies in the form of a cash payment, the entity receiving the refund must
pay the amount of the refund up to the DRD Duty (less any reasonable out of
pocket expenses associated with the payment to DRD (IoM)) to DRD (IoM) within 2
Business Days after receipt of the refund unless:


 


(1)                                  Completion
has not occurred, or is unwound because of a material breach by DRD (IoM) of
its obligations under the Deed of Amalgamation; and


 


(2)                                  the
DRD Duty was paid out of the Deposit.


 


(c)                                  if
the refund is in the form of a tax credit and the tax credit is issued in the
name of OML, OMP or MRP, or any other member of the OSL group of companies and
if Completion has not occurred or the Deed of Amalgamation is rescinded or
otherwise unwound because of:


 


(1)                                  a
material breach of OML’s obligations under the Deed of Amalgamation or a
failure to complete because Placer threatens or commences Proceedings such that
Completion has not occurred prior to the End Date, OML must pay DRD (IoM) for
the face value of that tax credit received by OML, OMP, MRP or any member of
the OSL group of companies up to the DRD Duty (less any reasonable out of
pocket expenses associated with the payment to DRD (IoM)) within 2 Business
Days after OML, OMP, MRP, or any other member of the OSL group of companies
received notification of the refund;


 


(2)                                  a
material breach of DRD (IoM)’s obligations under the Deed of Amalgamation and
the DRD Duty has been paid out of the Deposit, then OML, OMP, MRP, or the
relevant member of the OSL group of companies is entitled to retain the benefit
of the tax credit; or


 


(3)                                  in
all other circumstances, OML must pay DRD (IoM) the face value of that tax
credit received up to the DRD Duty (less any reasonable out of pocket expenses


 


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associated with the payment to DRD (IoM)) on the earlier of the date
that is 14 months after the date of the Deed of Amalgamation and the date that
is 2 Business Days after OML, OMP, MRP, or any other member of the OSL group of
companies utilises, or is capable of utilising, those tax credits (or any part
thereof) up to the value of the DRD Duty paid. For the avoidance of doubt, if
the amount of the tax credit utilised or capable of being utilised is less than
the face value of the tax credit received up to the DRD Duty, then OML must pay
the face value of the tax credit that OML, OMP, MRP, or any other member of the
OSL group of companies has utilised, or are capable of utilising, up to the DRD
Duty within 2 Business Days after OML, OMP, MRP, or any other member of the OSL
group of companies utilises, or are capable of utilising, such tax credits.


 


(d)                                 if
any tax refund in the form of a tax credit is issued in the name of DRD (IoM)
and if Completion has not occurred or the Deed of Amalgamation is rescinded or
otherwise unwound because of:


 


(1)                                  a
material breach of OML’s obligations under the Deed of Amalgamation or a
failure to complete because Placer threatens or commences Proceedings such that
Completion has not occurred prior to the End Date, OML must pay DRD (IoM) for
the face value of that tax credit received up to the DRD Duty (less any
reasonable out of pocket expenses associated with the payment to DRD (IoM))
within 2 Business Days after DRD (IoM) received notification of the refund;


 


(2)                                  a
material breach of DRD (IoM)’s obligations under the Deed of Amalgamation and
the DRD Duty has been paid out of the Deposit, DRD (IoM) must pay OML for the
face value of that tax credit received up to the DRD Duty (less any reasonable
out of pocket expenses associated with the payment to OML) within 2 Business
Days after DRD (IoM) received notification of the refund; or


 


(3)                                  in
all other circumstances, OML must pay DRD (IoM) for half of the face value of
that tax credit received up to the DRD Duty (less any reasonable out of pocket
expenses associated with the payment to DRD (IoM)) within 2 Business Days after
DRD (IoM) received notification of the refund.


 


(e)                                  where
DRD (IoM) has received a payment from OML under clause 7(d)(l) or (3) and DRD
(IoM) or any other member of the DRD group of companies subsequently utilises,
or is capable of utilising, the tax credits (or any part thereof) issued to DRD
(IoM) as the refund up to the amount of the DRD Duty paid, DRD (IoM) must,
within 2 Business Days after it (or any other member of the DRD group of
companies) utilises, or is capable of utilising, the tax credits up to the
value of the DRD Duty paid, repay OML the amount paid to it under clause
7(d)(l) or (3) (or if the amount of the tax credit utilised or capable of being
utilised, is less than the amount paid to DRD (IoM) under clause 7(d)(l) or
(3), the amount of that tax credit utilised or capable of being utilised).


 


8.                                      Refund
of less than Stamp Duty paid


 


If Completion does not occur or the Deed of
Amalgamation is rescinded or otherwise unwound and the amount of any refund is
less than the amount paid as the DRD Duty on


 


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the Deed of Amalgamation and any agreement or document
entered or signed under the Deed of Amalgamation (other than the Stamp Duty
payable by OML under the Loan Assignment Agreement) (Deficiency) and if
Completion has not occurred because or is rescinded because of:


 


(a)                                  a
material breach of OML’s obligations under the Deed of Amalgamation or a
failure to complete because Placer threatens or commences Proceedings such that
Completion has not occurred prior to the End Date, OML must pay to DRD (IoM)
the Deficiency (less any reasonable out of pocket expenses associated with the
payment to DRD (IoM)) within 2 Business Days after OML or DRD (IoM) received
notification of the refund;


 


(b)                                 a
material breach of DRD (IoM)’s obligations under the Deed of Amalgamation and
the DRD Duty has been paid out of the Deposit, DRD (IoM) must pay to OML the
Deficiency (less any reasonable out of pocket expenses associated with the
payment to OML) within 2 Business Days after OML or DRD (IoM) received
notification of the refund; and


 


(c)                                  in
all other circumstances, OML must pay to DRD (IoM) half of the Deficiency (less
any reasonable out of pocket expenses associated with the payment to DRD (IoM))
within 2 Business Days after OML or DRD (IoM) received notification of the
refund.


 


9.                                      Application
for a refund


 


In the event that the Deed of Amalgamation is
rescinded, terminated or otherwise unwound, the parties agree to each use their
best endeavours to apply for a refund of Stamp Duty as soon as reasonably
practicable and in any event before the period for application of a refund
expires.


 


10.                               Application
for exemption or appeal of decision


 


(a)                                  Subject
to clause 10(b), upon receiving from OML an indemnity in a form acceptable to
DRD (IoM) against all damages, losses, liabilities, costs, expenses and
payments which may result, DRD (IoM) will procure the Amalgamated Company to
provide the assistance which OML reasonably requires to apply for an exemption
from Stamp Duty payable on the Deed of Amalgamation or contest any refusal to
obtain such an exemption.


 


(b)                                 For
the purposes of clause 10(a), OML may at its expense (determined in accordance
with the Schedule to this agreement):


 


(1)                                  have
access to, in a manner which does not unreasonably disrupt the conduct of the
business of the Amalgamated Company, all relevant books, records, files and
documents and make copies of any information examined;


 


(2)                                  consult
with the Amalgamated Company’s senior management at the rates set out in the
Schedule.


 


11.                               Currencies


 


For the purposes of this agreement and the
calculations to be made under it:


 


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(a)                                  the
Agreed Maximum Duty will be converted into Kina based on the Dollar/Kina
exchange rate determined in accordance with clause 11(c) below on the date of
payment of the DRD Duty;


 


(b)                                 any
refund received, either as cash or a tax credit, if received in dollars, will
be converted to Kina based on the Dollar/Kina exchange rate determined in
accordance with clause 11(c) below on the date of notification of receipt of
the tax credits or actual receipt of the cash refund (as the case may be);


 


(c)                                  the
exchange rates used for the conversion of Dollars to Kina will be


 


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


 


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


 


(3)                                  the
rate calculated in accordance with 11(c)(1) above but using the rates as
published on the next available date.


 


12.                               Governing
law


 


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


 


13.                               Stamp
Duty and costs


 


(a)                                  OML
must pay any Stamp Duty payable in relation to this agreement.


 


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


 


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Schedule


 


	
  Managers

  	
   

  	
  US$149/hour (or $1,192 per day based on an 8 hour
  day)

  
	
  National accountants in PNG

  	
   

  	
  US$72.375/hour (or $579 per day based on an 8 hour
  day)

  



 


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Executed as an agreement:


 


	
  Signed by

  Orogen Minerals Limited

  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  T. Wilson

  	
   

  	
  /s/ M.G. Sullivan

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  T. Wilson

  	
   

  	
  M.G. Sullivan

  	
   

  
	
  (please print)

  	
   

  	
  (please print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed for

  DRD (Isle of Man) Limited

  by its attorney in

  the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ D.J. Pretorius

  	
   

  	
  /s/ Ian Murray

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  D.J. Pretorius

  	
   

  	
  Ian Murray

  	
   

  
	
  (please print)

  	
   

  	
  (please print)

  	
   

  



 


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