EXHIBIT 4.3



 





Exhibit 4.3




NOTARIAL SALE AND SUBSCRIPTION

AGREEMENT




between




KALAHARI GOLDRIDGE MINING COMPANY LIMITED




and




HARMONY GOLD MINING COMPANY LIMITED




and




AFRICAN RAINBOW MINERALS PLATINUM (PROPRIETARY) LIMITED




and




ANGLOVAAL MINING LIMITED









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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1
	 	DEFINITIONS	 	 	4	 
	2
	 	INTERPRETATION	 	 	8	 
	3
	 	RECITALS	 	 	11	 
	4
	 	SUSPENSIVE CONDITIONS	 	 	11	 
	5
	 	SUBSTITUTED PURCHASER	 	 	12	 
	6
	 	SALE OF SALE ASSETS	 	 	13	 
	7
	 	PURCHASE CONSIDERATION AND PAYMENT FOR THE SALE ASSETS	 	 	14	 
	8
	 	SALE OF THE LOAN ACCOUNT	 	 	14	 
	9
	 	PURCHASE CONSIDERATION AND PAYMENT FOR THE LOAN ACCOUNT	 	 	14	 
	10
	 	SUBSCRIPTION FOR THE RLA	 	 	14	 
	11
	 	CLOSING MEETING	 	 	15	 
	12
	 	LISTING OF NEW AVMIN SHARES	 	 	16	 
	13
	 	DELIVERY OF THE SALE ASSETS	 	 	16	 
	14
	 	MINERAL LEASE	 	 	16	 
	15
	 	OPTIONS	 	 	19	 
	16
	 	LIMITED WARRANTIES BY HARMONY	 	 	22	 
	17
	 	LIMITED WARRANTIES BY ARM PLATINUM AND AVMIN	 	 	26	 
	18
	 	CONFIDENTIALITY	 	 	28	 
	19
	 	BREACH	 	 	28	 
	20
	 	INDIVISIBILITY	 	 	29	 
	21
	 	SUPPORT CLAUSE	 	 	30	 
	22
	 	DISPUTE RESOLUTION	 	 	30	 
	23
	 	NOTICES AND DOMICILIA	 	 	31	 
	24
	 	BENEFIT OF THE AGREEMENT	 	 	33	 
	25
	 	APPLICABLE LAW AND JURISDICTION	 	 	33	 
	26
	 	GENERAL	 	 	33	 
	27
	 	COUNTERPARTS	 	 	34	 
	28
	 	COSTS	 	 	34	 







ANNEXES




	 	 	 
	“A”

	 	Kalplats and Prospecting Areas
	“B”

	 	Options
	“C”

	 	Renounceable Letter of Allocation
	“D”

	 	Irrevocable Instruction












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NOTARIAL SALE AND SUBSCRIPTION AGREEMENT




BE IT HEREBY MADE KNOWN
–




That on this 16th day of February 2004, before me, Brigitte Broderick
Franck, notary public, duly sworn and admitted, practising at 1 Protea
Place, Sandown, Sandton, in the Province of Gauteng in the Republic of
South Africa, personally came and appeared –





	•	 	Frank Abbott, in his capacity as a director of Kalahari Goldridge
Mining Company Limited (“Kalgold”), he being duly authorised thereto
by a resolution of the directors of Kalgold passed on 11 December
2003;






	•	 	Frank Abbott, in his capacity as a director of Harmony Gold Mining
Company Limited (“Harmony”), he being duly authorised thereto by a
resolution of the directors of Harmony passed on 11 December 2003;






	•	 	Jan Steenkamp, in his capacity as a director of Anglovaal Mining
Limited (“Avmin”), he being duly authorised thereto by a resolution of
the directors of Avmin passed on 5 December 2003; and






	•	 	Pieter Taljaard, in his capacity as a director of African Rainbow
Minerals Platinum (Proprietary) Limited (“ARM Platinum”), he being
duly authorised thereto by a resolution of the directors of ARM
Platinum passed on 16 February 2004,





certified extracts of which resolutions have been exhibited to me, the
notary, and remain filed of record in my protocol with the minute
hereof.









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AND THE APPEARERS DECLARED THAT –




Kalgold, Harmony, ARM Platinum and Avmin have agreed to enter into a sale
and subscription agreement on the terms and conditions set out hereunder.




	 	 	 
	1

	 	DEFINITIONS
	 
	 	 
	

	 	Unless the context indicates a contrary intention, the following words
and expressions bear the meanings assigned to them below, and cognate
expressions bear corresponding meanings –
	 
	 	 
	1.1

	 	“AFSA” means the Arbitration Foundation of Southern Africa;
	 
	 	 
	1.2

	 	“Agreement” means the contract reflected herein, and includes its annexes;
	 
	 	 
	1.3

	 	“ARM Platinum”
means African Rainbow Minerals Platinum (Proprietary) Limited, a
private company incorporated in accordance with the laws of the
Republic of South Africa, Registration No. 1999/018332/07;
	 
	 	 
	1.4

	 	“ARMI” means African Rainbow Minerals & Exploration Investments
(Proprietary) Limited, a private company incorporated in accordance
with the laws of the Republic of South Africa, Registration No.
1997/020158/07;
	 
	 	 
	1.5

	 	“Avmin” means Anglovaal Mining Limited, a public company incorporated
in accordance with the laws of the Republic of South Africa,
Registration No. 1933/004580/06;
	 
	 	 
	1.6

	 	“Avmin ARMI Acquisition Agreement” means the acquisition and share
exchange agreement to be entered into between Avmin and ARMI in terms
of which –












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	1.6.1

	 	 
	 	Avmin acquires ARMI’s entire shareholding in Harmony and ARMI’s rights in and
to the debt owed to it by ARM Mining Consortium Limited in
respect of a shareholder’s loan;
	 
	 	 	 	 
	1.6.2

	 	 	 	ARMI subscribes for Avmin Shares; and
	 
	 	 	 	 
	1.6.3

	 	 	 	ARMI exchanges its entire shareholding in ARM Platinum for Avmin Shares;
	 
	 	 	 	 
	1.7	 	“Avmin Shares” means ordinary shares of R0.05 (Five cents) each in
the share capital of Avmin;
	 
	 	 	 	 
	1.8	 	“Closing Date” means the date on which all the matters to be
completed in terms of clause 11 are duly completed in accordance with
the requirements of that clause;
	 
	 	 	 	 
	1.9	 	“Companies Act” means the Companies Act, No. 61 of 1973;
	 
	 	 	 	 
	1.10	 	“Competition Act” means the Competition Act, No. 89 of 1998;
	 
	 	 	 	 
	1.11	 	“Harmony” means Harmony Gold Mining Company Limited, a public company
incorporated in accordance with the laws of the Republic of South
Africa, Registration No. 1950/038232/06;
	 
	 	 	 	 
	1.12	 	“JSE” means the JSE Securities Exchange South Africa;
	 
	 	 	 	 
	1.13	 	“Kalgold” means Kalahari Goldridge Mining Company Limited, a
public company incorporated in accordance with the laws of the
Republic of South Africa, Registration No 1982/002818/06;
	 
	 	 	 	 
	1.14	 	“Kalplats Area” means the area shaded in yellow on the plan attached
hereto as annexe “A”;
	 
	 	 	 	 
	1.15	 	“Loan Account” means the loan account created in terms of clause 7.2.2;












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	1.16

	 	“Loan Account Sale” means the sale of the Loan Account by Kalgold to
Avmin on the terms and conditions contained in this Agreement;
	 
	 	 
	1.17

	 	“Mineral Lease” means the mineral lease which came into existence
on exercise by Kalgold of the option contained in the Prospecting
Contract, in respect of the Kalplats Area, which option was
exercised by Notarial Deed of Declaration of Exercise of Option
executed on 14 February 2003 before notary public, Christopher Ian
Stevens, under his protocol number 1090/2003, as amended or
substituted from time to time;
	 
	 	 
	1.18

	 	“MPRD Act” means the Mineral and Petroleum Resources Development Act,
2002;
	 
	 	 
	1.19

	 	“New Avmin Shares”
means 2,000,000 (Two million) fully paid up Avmin
Shares;
	 
	 	 
	1.20

	 	“Options” means those of the options listed in annexe “B” hereto
which are still in force on the Closing Date whether exercised or not;
	 
	 	 
	1.21

	 	“Party/ies” means Kalgold, Harmony, ARM Platinum and Avmin;
	 
	 	 
	1.22

	 	“Prospecting Contract” means the prospecting contract entered into
between Kalgold and the Republic of South Africa in respect of
minerals held by the Republic of South Africa in the Kalplats Area
and the area shaded in green on the plan annexed hereto as annexe
“A”, which prospecting contract was executed on 19 May 1999 before
notary public, Christopher Ian Stevens, under his protocol number
732/1999;
	 
	 	 
	1.23

	 	“Related Agreements” means the Share Exchange Agreement, the Avmin
ARMI Acquisition Agreement and the Voting Agreement;












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	1.24	 	“RLA” means a fully paid renounceable letter of allocation in respect
of the New Avmin Shares, in the form of the draft annexed hereto
marked annex “C”;
	 
	 	 	 	 
	1.25	 	“Sale
Assets” means –
	 
	 	 	 	 
	1.25.1

	 	 	 	Isuzu KB280 D/CAB 2.4, Registration No. CMF 622 NW;
	 
	 	 	 	 
	1.25.2

	 	 	 	Isuzu KB2000 LWB, Registration No. CFP 771 GP;
	 
	 	 	 	 
	1.25.3

	 	 	 	Nissan 3.0 V6, Registration No. CMY 368 NW;
	 
	 	 	 	 
	1.25.4

	 	 	 	Portion 11 (a portion of Portion 6) of the Farm Groot Gewaagd 270, Registration
Division IN, Northwest Province, held under Title Deed No. T173/2004;
	 
	 	 	 	 
	1.25.5

	 	 	 	Portion 10 (a portion of Portion 1) of the Farm Groot Gewaagd 270, Registration
Division IN, Northwest Province, held under Title Deed No. T 172/2004;
	 
	 	 	 	 
	1.25.6

	 	 	 	material intellectual property relating to the Kalplats area, comprising data and
the interpretation thereof (including drill cores, drilling
results and feasibility studies);
	 
	 	 	 	 
	1.25.7

	 	 	 	the Mineral Lease; and
	 
	 	 	 	 
	1.25.8

	 	 	 	the Options;
	 
	 	 	 	 
	1.26	 	“Sale Asset Consideration” means the consideration payable by ARM
Platinum to Kalgold for the Sale Assets, details of which are
contained in clause 7;
	 
	 	 	 	 
	1.27	 	“Sale of the Sale Assets” means the sale of the Sale Assets by
Kalgold to ARM Platinum on the terms and conditions contained in this
Agreement;












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	1.28	 	“Share Exchange Agreement” means the agreement to be entered into
between Harmony and Avmin in terms of which Avmin exchanges its
entire shareholding in Avgold Limited for new Harmony shares;
	 
	 	 	 	 
	1.29	 	“Signature Date” means the date of signature of this Agreement by the
Party last signing;
	 
	 	 	 	 
	1.30	 	“Subscription” means the subscription by Kalgold for the RLA on the
terms and conditions contained in this Agreement;
	 
	 	 	 	 
	1.31	 	“Suspensive Conditions” means the Suspensive Conditions set out in clause
4;
	 
	 	 	 	 
	1.32	 	“Transaction” means the Loan Account Sale, the Sale of the Sale Assets and
the Subscription;
	 
	 	 	 	 
	1.33	 	“Voting Agreement” means the agreement to be entered into between
Harmony, ARMI and Clidet No 454 (Proprietary) Limited governing,
inter alia, the basis upon which Harmony’s shares in Avmin will be
voted by ARMI after the Closing Date; and
	 
	 	 	 	 
	1.34	 	“Weighted Average Traded Price” means the weighted average traded
price of an Avmin Share for the 7 (Seven) trading day period prior
to the Closing Date (as determined in accordance with the JSE
Listings Requirements) multiplied by 2,000,000 (Two million), but
subject to a maximum of R100,000,000.00 (One hundred million
rands).
	 
	 	 	 	 
	2	 	INTERPRETATION
	 
	 	 	 	 
	2.1	 	In this Agreement and
the annexes –
	 
	 	 	 	 
	2.1.1

	 	 	 	clause headings and sub-headings are for convenience only and are not to be
used in its interpretation;












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	2.1.2	 	 	 	an expression which
denotes –
	 
	 	 	 	 	 	 
	2.1.2.1

	 	 	 	 	 	any gender includes the other genders;
	 
	 	 	 	 	 	 
	2.12.2

	 	 	 	 	 	a natural person includes a juristic person and vice versa, and
	 
	 	 	 	 	 	 
	2.1.2.3

	 	 	 	 	 	the singular includes the plural and vice versa.
	 
	 	 	 	 	 	 
	2.2	 	Any substantive provision, conferring rights or imposing
obligations on a Party and appearing in any of the definitions in
clause 1 or elsewhere in this Agreement, shall be given effect to
as if it were a substantive provision in the body of the Agreement.
	 
	 	 	 	 	 	 
	2.3	 	Words and expressions defined in any clause shall, unless the
application of any such word or expression is specifically limited
to that clause, bear the meaning assigned to such word or
expression throughout this Agreement.
	 
	 	 	 	 	 	 
	2.4	 	Terms other than those defined within this Agreement and its
annexes will be given their plain English meaning, and those terms,
acronyms, and phrases known in the mining sector will be
interpreted in accordance with their generally accepted meanings.
	 
	 	 	 	 	 	 
	2.5	 	A reference to any statutory enactment shall be construed as a
reference to that enactment as at the Signature Date and as amended or
substituted from time to time.
	 
	 	 	 	 	 	 
	2.6	 	The terms “holding company” and “subsidiary” shall bear the meanings
assigned to them in the Companies Act.
	 
	 	 	 	 	 	 
	2.7	 	Reference to “months” or “years” shall be construed as calendar
months (i.e. one or more of the twelve periods into which the
conventional calendar year is divided) or conventional years (i.e.
1 January to 31 December). Reference to “days” shall be construed
as calendar days unless qualified by the word “business”, in which
instance a “business day” shall be any day other than a Saturday,
Sunday or public holiday as gazetted by the government of the
Republic of South Africa from time to time. Any reference to
“business hours” shall be construed as being the hours between
08h30 (zero eight thirty hours) and 17h00 (seventeen hundred hours)
on any business day. Any reference to time shall be based upon
South African standard time.












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	2.8

	 	Unless specifically otherwise provided, any number of days
prescribed shall be determined by excluding the first and including
the last day or, where the last day falls on a day that is not a
business day, the next succeeding business day.
	 
	 	 
	2.9

	 	Where figures are referred to in numerals and in words, and there is
any conflict between the two, the words shall prevail, unless the
context indicates a contrary intention.
	 
	 	 
	2.10

	 	No provision herein shall be construed against or interpreted to
the disadvantage of a Party by reason of such Party having or being
deemed to have structured, drafted or introduced such provision.
	 
	 	 
	2.11

	 	The words “include” and “including” mean “include without
limitation” and “including without limitation”. The use of the
words “include” and “including” followed by a specific example or
examples shall not be construed as limiting the meaning of the
general wording preceding it: the application of the eiusdem
generis rule is excluded.
	 
	 	 
	2.12

	 	Unless specifically otherwise provided, all amounts in this Agreement
are exclusive of value-added tax, as contemplated in the Value- Added
Tax Act, No. 89 of 1991.
	 
	 	 
	2.13

	 	This Agreement incorporates the annexes, which annexes shall have
the same force and effect as if set out in the body of this
Agreement. In this Agreement the words “clause” or “clauses” and
“annexe” or “annexes” refer to clauses of and annexes to this
Agreement.












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	3	 	RECITALS
	 
	 	 	 	 
	3.1	 	Kalgold is the holder of the Mineral Lease and the Options, and the
owner of the remaining Sale Assets.
	 
	 	 	 	 
	3.2	 	ARM Platinum wishes to purchase the Sale Assets from Kalgold, and
Kalgold is prepared to sell the Sale Assets to ARM Platinum, on the
terms and subject to the conditions herein contained.
	 
	 	 	 	 
	3.3	 	Kalgold wishes to subscribe for the New Avmin Shares, and Avmin is
prepared to allot the New Avmin Shares to Kalgold in renounceable
form, on the terms and subject to the conditions herein contained.
	 
	 	 	 	 
	4	 	SUSPENSIVE CONDITIONS
	 
	 	 	 	 
	4.1	 	The provisions of clauses 6 to 17 are subject to the fulfilment of
the Suspensive Conditions that –
	 
	 	 	 	 
	4.1.1

	 	 	 	the Related Agreements are entered into and become unconditional, save insofar
as they may be conditional on this Agreement becoming unconditional;
	 
	 	 	 	 
	4.1.2

	 	 	 	the Transaction is approved unconditionally (or conditionally, subject to what is set
out in the remainder of this clause 4.1.2). A conditional
approval of the Transaction in terms of the Competition
Act shall not constitute fulfilment of this Suspensive
Condition unless the Party adversely affected by such
conditions, confirms in writing within 10 (Ten) business
days after the conditional approval is granted, that the
conditions are acceptable to it; and
	 
	 	 	 	 
	4.1.3

	 	 	 	Avmin, at its expense, procures that Kalgold receives written
confirmation that the JSE has agreed to list the New Avmin Shares with
effect from the commencement of business on Closing Date.
	 
	 	 	 	 
	4.2	 	Each of the Parties will use commercially reasonable endeavours
and the Parties will cooperate in good faith to procure the
fulfilment of the Suspensive Conditions as soon as reasonably
possible after the Signature Date.












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	4.3

	 	The Suspensive Condition referred to in clause 4.1.3, has been
inserted for the benefit of Harmony which will be entitled, in its
sole and absolute discretion, to waive fulfilment of such
Suspensive Condition, in whole or in part, by giving written notice
of such waiver to ARM Platinum and Avmin on or before the date
referred to in clause 4.5.
	 
	 	 
	4.4

	 	The Suspensive Condition referred to in clause 4.1.1 may be waived
by written agreement between the Parties whereas the Suspensive
Condition referred to in clause 4.1.2 will not be capable of being
waived.
	 
	 	 
	4.5

	 	Unless the Suspensive Conditions have been fulfilled or waived by
not later than 30 April 2004 (or such later date as may be agreed
in writing by the Parties) the provisions of those clauses which
are not subject to the fulfilment of the Suspensive Conditions will
continue in full force and effect, the provisions of clauses 6 to
17 will never become of any force or effect and the status quo ante
will be restored as near as may be. No Party shall have any claim
against any other Party in terms hereof or arising from the failure
of the Suspensive Conditions, save for any claims arising from a
breach of the provisions of clause 4.2.
	 
	 	 
	4.6

	 	Notwithstanding anything to the contrary contained in this clause
4, the provisions of clauses 1 to 3, this clause 4 and clauses 19
to 28 will survive the failure of this Agreement to become
unconditional.
	 
	 	 
	5

	 	SUBSTITUTED PURCHASER
	 
	 	 
	5.1

	 	ARM Platinum will be entitled to assign all its rights and
obligations as purchaser under this Agreement to Avmin or any
wholly owned subsidiary of ARM Platinum or Avmin with the approval
in writing of Harmony (which approval will not be unreasonably
withheld), provided that –












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	5.1.1

	 	 	 	any such substituted purchaser will bind itself in writing to all the terms and
conditions herein imposed on ARM Platinum, and
	 
	 	 	 	 
	5.1.2

	 	 	 	ARM Platinum or Avmin, as the case may be, guarantees, as surety for and co-
principal debtor in solidum with such substituted
purchaser, the due and proper compliance by such
substituted purchaser with all the terms and conditions
herein imposed on ARM Platinum,
	 
	 	 	 	 
	5.1.3

	 	 	 	whereupon any reference in this agreement to “ARM Platinum” (save for
clauses 5.1.1 and 5.1.2) will be deemed to be a reference to such
substituted purchaser.
	 
	 	 	 	 
	5.2	 	It is agreed that Harmony will not be considered to be withholding
the approval referred to in clause 5.1 unreasonably if the granting
of the approval could reasonably be expected to delay the obtaining
of the consent of the Minister of Minerals & Energy to the cession
of the . Mineral Lease by Kalgold to ARM Platinum.
	 
	 	 	 	 
	6	 	SALE OF SALE ASSETS
	 
	 	 	 	 
	6.1	 	Kalgold hereby sells the Sale Assets to ARM Platinum, which hereby
purchases the Sale Assets, with effect from the Closing Date.
	 
	 	 	 	 
	6.2	 	Subject to the provisions of clauses 13 to 15, possession and
effective control of the Sale Assets will be given to ARM Platinum on
the Closing Date.
	 
	 	 	 	 
	6.3	 	Notwithstanding the Signature Date, risk in and to and the benefit of
the Sale Assets will pass to ARM Platinum on the Closing Date.












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	7	 	PURCHASE CONSIDERATION AND PAYMENT FOR THE SALE ASSETS
	 
	 	 	 	 
	7.1	 	The purchase consideration payable by ARM Platinum to Kalgold for the
Sale Assets is an amount equal to the Weighted Average Traded Price,
plus value-added tax thereon (“VAT”).
	 
	 	 	 	 
	7.2	 	The Sale Asset
Consideration will be payable as follows –
	 
	 	 	 	 
	7.2.1

	 	 	 	the VAT shall be paid in cash on the Closing Date; and
	 
	 	 	 	 
	7.2.2

	 	 	 	the balance of the Sale Asset Consideration shall be debited to a loan account in
Kalgold’s books of account in the name of ARM Platinum on the Closing Date.
	 
	 	 	 	 
	8	 	SALE OF THE LOAN ACCOUNT
	 
	 	 	 	 
	8.1	 	Kalgold hereby sells the Loan Account to Avmin, which hereby
purchases the Loan Account, with effect from the Closing Date.
	 
	 	 	 	 
	8.2	 	Notwithstanding the Signature Date, risk in and to and the benefit of
the Loan Account will pass to Avmin on the Closing Date.
	 
	 	 	 	 
	9	 	PURCHASE CONSIDERATION AND PAYMENT FOR THE LOAN ACCOUNT
	 
	 	 	 	 
	 	 	The purchase consideration payable by Avmin to Kalgold for the Loan
Account is an amount equal to the Weighted Average Traded Price,
which amount shall be paid on the Closing Date against the cession
of the Loan Account by Kalgold to Avmin and the completion of the
other matters to be completed in accordance with the provisions of
clause 11.
	 
	 	 	 	 
	10	 	SUBSCRIPTION FOR THE RLA
	 
	 	 	 	 
	10.1	 	Kalgold hereby subscribes for the RLA, for a subscription price
equal to the Weighted Average Traded Price, which amount shall be
paid on the Closing Date against delivery of the RLA by Avmin to
Kalgold and the completion of the other matters to be completed in
accordance with the provisions of clause 11.












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	10.2	 	Avmin shall issue the RLA to Kalgold on the Closing Date, in
accordance with the provisions of clause 11.1, and procure the
allotment and issue of the New Avmin Shares in terms of the RLA.
	 
	 	 	 	 	 	 
	11	 	CLOSING MEETING
	 
	 	 	 	 	 	 
	11.1	 	At 14h00 on the 5th (Fifth) business day after the date on which
all of the Suspensive Conditions are fulfilled and/or waived
representatives of the Parties shall meet at the offices of Deneys
Reitz Inc. at 82 Maude Street, Sandton and completion of the
Transaction shall occur by –
	 
	 	 	 	 	 	 
	11.1.1	 	 	 	Avmin’s
representative delivering to Kalgold’s representative –
	 
	 	 	 	 	 	 
	11.1.1.1

	 	 	 	 	 	the original signed RLA; and
	 
	 	 	 	 	 	 
	11.1.1.2

	 	 	 	 	 	a certified copy of a signed irrevocable instruction to Computershare
Limited (“Transfer Secretaries”), receipt of the
original of which has been acknowledged by the
Transfer Secretaries as provided for,
substantially in the form of the draft annexed
hereto marked “D”; and
	 
	 	 	 	 	 	 
	1.1.2	 	 	 	Kalgold’s representative delivering a duly executed cession of the Loan
Account to Avmin’s representative.
	 
	 	 	 	 	 	 
	11.2	 	On delivery of the RLA, irrevocable instruction and cession
referred to in clause 11.1, and after completion of all of the
matters required to be completed at the closing meetings to be held
in terms of the Related Agreements, Avmin and Harmony shall be
obliged to sign and deliver a written final confirmation of that
fact to Computershare Limited as contemplated in annexe “D”.












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	11.3

	 	Notwithstanding anything to the contrary contained herein, the
Parties agree that all of the matters to be completed in terms of
this clause 11 shall be deemed to have been completed
simultaneously, and that none of them shall be deemed to have been
completed unless all of them have been completed, and unless all of
the matters to be completed at the closing meetings to be held in
terms of the Related Agreements (other than the Voting Agreement)
have also been completed.
	 
	 	 
	12

	 	LISTING OF NEW AVMIN SHARES
	 
	 	 
	

	 	Avmin undertakes to procure that the New Avmin Shares, when
allotted and issued, will be listed on the JSE with effect from the
commencement of business on the 1st (First) business day after the
day on which the final confirmation referred to in clause 5 of
annexe “D” is signed and delivered.
	 
	 	 
	13

	 	DELIVERY OF THE SALE ASSETS
	 
	 	 
	13.1

	 	Harmony will, as soon as possible after the Signature Date but
subject to the provisions of clauses 14 and 15, procure the
drafting and, where applicable, registration of all documents
necessary to give effect to the cession of the Mineral Lease and
the Options, and the transfer of the properties referred to in
clauses 1.25.4 and 1.25.5, to ARM Platinum, provided that
registration will not take place prior to the Closing Date.
	 
	 	 
	13.2

	 	Each of the Parties undertakes to do all such things and sign all
such documents as may be necessary or incidental to complete,
execute and register the documents referred to in clause 13.1.
	 
	 	 
	14

	 	MINERAL LEASE
	 
	 	 
	14.1

	 	The provisions of clause 13 are based on the assumption that the
consent of the Minister of Minerals & Energy to the cession of the
Mineral Lease by Kalgold to ARM Platinum (“Consent”) is granted
prior to the Closing Date.












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	14.2	 	Each of the Parties
hereby undertakes to –
	 
	 	 	 	 
	14.2.1

	 	 	 	use commercially reasonable endeavours and to co-operate with one
another in
good faith to procure that the Consent is granted prior
to the Closing Date; and do all such things and sign all
such documents as may be necessary or incidental to the
granting of the Consent.
	 
	 	 	 	 
	14.3	 	In the event that the Consent is not granted prior to the Closing
Date, each of the Parties hereby undertakes to use commercially
reasonable endeavours and to co-operate with one another in good
faith to procure that the Consent is granted as soon as possible
after the Closing Date.
	 
	 	 	 	 
	14.4	 	In the event that the MPRD Act comes into effect (MPRD Act
Effective Date”) prior to the Consent having been granted, Kalgold
will remain the holder of the Mineral Lease but will not conduct
any prospecting or mining operations whatsoever in the Kalplats
Area.
	 
	 	 	 	 
	14.5	 	In the event that the Mineral Lease is terminated for whatever
reason prior to the expiry of a period of 1 (One) year from the
MPRD Act Effective Date, Harmony, as the ultimate recipient of the
Sale Asset Consideration, shall be obliged to refund an amount of
R20,000,000.00 (Twenty million rands) of the Sale Asset
Consideration to ARM Platinum in cash within 20 (Twenty) business
days of receipt of a written demand from ARM Platinum, unless it
has already refunded such amount to ARM Platinum in accordance with
the provisions of clause 14.9 or unless the provisions of clause
14.7 are applicable.












Page 17












 








	 	 	 	 	 
	14.6	 	ARM Platinum shall be obliged to notify Harmony in writing whether
it wishes, or does not wish, to conduct mining operations in the
Kalplats Area on or before the expiry of a period of 9 (Nine)
months from the MPRD Act Effective Date.
	 
	 	 	 	 
	14.7	 	If ARM Platinum notifies Harmony that it does not wish to conduct
mining operations in the Kalplats Area, Kalgold shall be obliged to
allow the Mineral Lease to expire and shall not be entitled to
apply for a prospecting or mining right in respect of the Kalplats
Area in terms of the provision of the MPRD Act, provided that, in
this event, the provisions of clause 14.5 will not apply.
	 
	 	 	 	 
	14.8	 	If ARM Platinum notifies Harmony that it wishes to conduct mining
operations in the Kalplats Area, Harmony shall be obliged to procure
that Kalgold –
	 
	 	 	 	 
	14.8.1

	 	 	 	applies for a mining right in accordance with the provisions of item 8(2) of the
Transitional Arrangements to the MPRD Act; and
	 
	 	 	 	 
	14.8.2

	 	 	 	assigns such mining right to ARM Platinum in accordance with the provisions of
section 11 of the MPRD Act, which assignment requires the
written consent of the Minister of Minerals and Energy;
provided that, if the terms and conditions of the mining
right are not acceptable to ARM Platinum, it will be
deemed to have elected not conduct mining operations in
the Kalplats Area and the provisions of clause 14.7 shall
apply.
	 
	 	 	 	 
	14.9	 	Should the Minister of Minerals and Energy fail to consent to the
assignment referred to in clause 14.8.2 prior to the expiry of a
period of 12 (Twelve) months from the date of receipt by Harmony of
the notice referred to in clause 14.6, Harmony, as the ultimate
recipient of the Sale Asset Consideration, shall be obliged to
refund an amount of R20,000,000.00 (Twenty million rands) of the
Sale Asset Consideration to ARM Platinum in cash within 20 (Twenty)
business days of receipt of a written demand from ARM Platinum,
unless it has already refunded such amount to ARM Platinum in
accordance with the provisions of clause 14.5.












Page 18












 








	 	 	 	 	 
	14.10	 	Harmony shall be obliged, in addition to any amount paid to ARM
Platinum in terms of clause 14.5 or 14.9, to pay to ARM Platinum
any value-added tax refund or credit which either Kalgold or
Harmony receives in respect any such amount paid. Harmony will be
obliged to use commercially reasonable endeavours and do all such
things as may be reasonably necessary to procure that the said
value- added tax refund or credit is received by either Kalgold or
Harmony. For the purposes of clarity, it is recorded that the
minimum net amount which ARM Platinum will receive under clause
14.5 or 14.9, as the case may be, will be R20,000,000.00 (Twenty
million rands).
	 
	 	 	 	 
	14.11	 	If ARM Platinum, or any person on behalf of ARM Platinum,
conducts mining operations in any part of the Kalplats Area at any
time after receiving a refund from Harmony in accordance with the
provisions of clauses 14.5 or 14.9, ARM Platinum shall be obliged,
forthwith on commencing such mining operations, to repay such
refund, together with an amount equal to any value-added tax refund
or credit paid to ARM Platinum in terms of clause 14.10, to
Harmony.
	 
	 	 	 	 
	15	 	OPTIONS
	 
	 	 	 	 
	15.1	 	ARM Platinum and Avmin acknowledge being fully aware of all of the
terms and conditions of the options listed in annexe “B” (“Existing
Options”), including the date on which the Existing Options expire
if not exercised.
	 
	 	 	 	 
	15.2	 	The Parties agree that,
for the purposes of this clause 15 –
	 
	 	 	 	 
	15.2.1

	 	 	 	“Extension Options” means the Existing Options in respect of the
residual
mining rights to Portions 6 and 8 of Groot Gewaagd 270,
Portion 2 of Gemsbok Pan 309 (50% (Fifty percent) of the
mineral rights only) and Portions 3 and 4 of Gemsbok Pan
309, being items 1, 6.1, 6.2 and 6.3 on annexe “B”;.












Page 19












 








	 	 	 	 	 
	15.2.2

	 	 	 	“Maximum Percentage” means 40% (Forty percent);
	 
	 	 	 	 
	15.2.3

	 	 	 	“Maximum Payment” means the average of the option payments payable under
all of the Extension Options; and
	 
	 	 	 	 
	15.2.4

	 	 	 	“Exercise Percentage” means 15% (Fifteen percent).
	 
	 	 	 	 
	15.3	 	Harmony shall be
obliged to use commercially reasonably endeavours to –
	 
	 	 	 	 
	15.3.1

	 	 	 	extend the Extension Options by not less than 1 (One) year; or
	 
	 	 	 	 
	15.3.2

	 	 	 	exercise the Extension Options, or
	 
	 	 	 	 
	15.4.4

	 	 	 	renew those of the Extension Options which have lapsed on substantially similar
terms and conditions as the contract which has lapsed,
subject to the increases permitted below,
	 
	 	 	 	 
	 	 	in Harmony’s sole
and absolute discretion, prior to 17h00 on 31
July 2004, provided that Harmony shall not be obliged to agree to a
percentage increase in the option payments greater than the Maximum
Percentage (or an option payment greater than the Maximum Payment
where applicable), or an increase in the exercise prices payable in
respect of any of the Existing Options greater than the Exercise
Percentage, unless requested to do so by ARM Platinum, in which
event any additional increase or payment shall be for ARM Platinum’
account. If, as a result of ARM Platinum not requesting Harmony to
pay the additional increase or payment contemplated above, Harmony
is unable to comply with the provisions of this clause 15.3 the
relevant Extension Option shall be deemed to no longer constitute
an Extension Option and Harmony shall have no further obligations
in regard thereto whatsoever.












Page 20












 








	 	 	 	 	 
	15.4	 	Harmony shall –
	 
	 	 	 	 
	15.4.1

	 	 	 	pay the exercise price of all options exercised in terms of clause 15.3;
and
	 
	 	 	 	 
	15.4.2

	 	 	 	refund to ARM Platinum an amount equal to any increase in the option
payments
which Harmony agrees to pay the grantors of the Extension
Options, and which is actually paid by ARM Platinum, for
a period of not more than 2 (Two) years from the date of
extension, but subject to the Maximum Percentage.
	 
	 	 	 	 
	15.5	 	All costs in respect of an extension of more than 2 (Two) years, a
percentage increase in the option payments greater than the Maximum
Percentage and exercise prices of Existing Options exercised at ARM
Platinum’s instance shall be for ARM Platinum’s account.
	 
	 	 	 	 
	15.6	 	In the event that any of the Extension Options is not exercised,
extended or renewed, as contemplated in clause 15.3, Harmony, as
the ultimate recipient of the Sale Asset Consideration, shall be
obliged to refund an amount of R5,000,000.00 (Five million rands)
of the Sale Asset Consideration to ARM Platinum in cash within 20
(Twenty) business days of receipt of a written demand from ARM
Platinum.
	 
	 	 	 	 
	15.7	 	Harmony shall be obliged, in addition to any amount paid to ARM
Platinum in terms of clause 15.6, to pay to ARM Platinum any value-
added tax refund or credit which either Kalgold or Harmony receives
in respect any such amount paid. Harmony will be obliged to use
commercially reasonable endeavours and do all such things as may be
reasonably necessary to procure that the said value-added tax
refund or credit is received by either Kalgold or Harmony. For the
purposes of clarity, it is recorded that the minimum net amount
which ARM Platinum will receive under clause 15.6 will be
R5,000,000.00 (Five million rands).












Page 21












 








	 	 	 	 	 
	15.8	 	If ARM Platinum, or any person on behalf of ARM Platinum, conducts
mining operations in any part of the Kalplats Area or in any area
covered by the Extension Options at any time after receiving a
refund from Harmony in accordance with the provisions of clause
15.6, ARM Platinum shall be obliged, forthwith on commencing such
mining operations, to repay such refund, together with an amount
equal to any value-added tax refund or credit paid to ARM Platinum
in terms of clause 15.7, to Harmony.
	 
	 	 	 	 
	16	 	LIMITED WARRANTIES BY HARMONY
	 
	 	 	 	 
	16.1	 	Full opportunity having already been given to ARM Platinum and
Avmin, their servants, agents, representatives and advisers to make
such inspection, examination and investigation as they may wish to
have of all and any aspects of the Sale Assets, save as set out
below, no warranties, representations or undertakings are given,
made or expressed by Kalgold or Harmony, or imposed or implied by
statute, common law, custom or otherwise, in favour of ARM Platinum
or Avmin relating to or in connection with the Sale Assets
including (but not limited to) the value of the Sale Assets.
	 
	 	 	 	 
	16.2	 	Harmony hereby gives to and in favour of ARM Platinum the following
warranties –
	 
	 	 	 	 
	16.2.1

	 	 	 	Kalgold is the sole holder of the Mineral Lease and the Options, which
are valid
and enforceable according to their terms and is the owner of
the remaining Sale Assets;
	 
	 	 	 	 
	16.2.2

	 	 	 	Kalgold is, subject to the fulfilment of the Suspensive Conditions,
entitled and able to give free and unencumbered title in the Sale Assets to
ARM Platinum;












Page 22












 








	 	 	 	 	 	 	 
	16.2.3	 	 	 	the Sale Assets are not subject to any lease, lien, hypothec, mortgage, notarial
bond, pledge or other encumbrance whatsoever;
	 
	 	 	 	 	 	 
	16.2.4	 	 	 	save for ARM Platinum in terms of this Agreement, no person has any right
(including an option or right of first refusal) to acquire
the Sale Assets or any of them;
	 
	 	 	 	 	 	 
	16.2.5	 	 	 	to best of Harmony’s knowledge and belief after having made due and proper
enquiry, none of the Sale Assets are –
	 
	 	 	 	 	 	 
	16.2.5.1

	 	 	 	 	 	subject to any dispute or litigation whatsoever, including any legal,
administrative or other proceeding, or governmental
investigation of whatsoever nature;
	 
	 	 	 	 	 	 
	15.2.5.2

	 	 	 	 	 	threatened with any of the actions contemplated in clause 16.2.5.1; or
	 
	 	 	 	 	 	 
	16.3.5.3

	 	 	 	 	 	subject to any order of any court, governmental department or other
body; and
	 
	 	 	 	 	 	 
	16.2.6	 	 	 	to best of Harmony’s knowledge and belief after having made due and proper
enquiry –
	 
	 	 	 	 	 	 
	16.2.6.1

	 	 	 	 	 	save as provided for in the conditions of title or endorsed on any of the
title deeds of the properties referred to in
clauses 1.25.4 and 1.25.6 (“Properties”), the
Properties are free from ail mortgages, servitudes
and other restrictive conditions and there is no
contract, arrangement or agreement whereunder any
person has any right to call upon Kalgold to grant
a servitude or similar right (whether registerable
or not) or to pass in its favour a mortgage bond
over the Properties;
	 
	 	 	 	 	 	 
	16.2.6.2

	 	 	 	 	 	the Properties are not subject to any expropriation order nor is any
expropriation threatened with reference to the
Properties;












Page 23












 









	 	 	 	 	 	 	 
	16.2.6.3

	 	 	 	 	 	no person has any right of any nature whatsoever to claim or be in
occupation of the Properties;
	 
	 	 	 	 	 	 
	16.2.6.4

	 	 	 	 	 	Kalgold is not in breach of any of the provisions of the title deeds or of
any servitude or restrictive condition affecting
the Properties and Kalgold has complied with all
bye laws and regulations in connection therewith;
and
	 
	 	 	 	 	 	 
	16.2.6.5

	 	 	 	 	 	no claims have been brought by any person or community in terms of
the Restitution of Land Rights Act 22 of 1994 in
respect of the land covered by the Kalplats Area
and no persons, in respect of such land, have
rights in terms of the Land Reform (Labour
Tenants) Act 3 of 1996 or the Extension of
Security of Tenure Act 62 of 1997.
	 
	 	 	 	 	 	 
	16.3	 	Each warranty given by
Harmony to ARM Platinum in terms of clause 16.2 will –
	 
	 	 	 	 	 	 
	16.3.1	 	 	 	be given as at the Signature Date and the Closing Date, save for the warranties
se out in clauses 16.2.5 and 16.2.6 which are given as at the Signature Date only;
	 
	 	 	 	 	 	 
	16.3.2	 	 	 	be a separate warranty and will in no way be limited or restricted by inference
from the terms of any other warranty or by any other words in the Agreement;
	 
	 	 	 	 	 	 
	16.3.3	 	 	 	continue and remain in force notwithstanding the completion of the Transaction;
	 
	 	 	 	 	 	 
	16.3.4	 	 	 	prima facia be deemed to be a representation of fact inducing ARM Platinum to
enter into this Agreement; and
	 
	 	 	 	 	 	 
	16.3.5	 	 	 	be presumed to be material unless the contrary is proved.
	 
	 	 	 	 	 	 
	16.4	 	ARM Platinum and Avmin
acknowledge having been advised that –












Page 24












 








	 	 	 	 	 
	16.4.1

	 	 	 	the entire issued share capital of Kalgold has been sold by Harmony and its
subsidiary companies to The Afrikander Lease Limited,
subject to the fulfilment of certain suspensive conditions
(“Sale of Shares”),
	 
	 	 	 	 
	16.4.2

	 	 	 	the implementation of the Sale of the Sale Assets constitutes the fulfilment of one
of the suspensive conditions to the Sale of Shares; and
	 
	 	 	 	 
	16.4.3

	 	 	 	the New Avmin Shares will be renounced by Kalgold in favour of Harmony and/or
its subsidiary companies.
	 
	 	 	 	 
	16.5	 	ARM Platinum and Avmin acknowledge that Kalgold has not given, and
is accordingly not bound, by any warranties, representations,
undertakings or the like, express or implied, with regard to the
–
	 
	 	 	 	 
	16.5.1

	 	 	 	Sale Assets or any other matter affecting the Sale Assets;
	 
	 	 	 	 
	16.5.2

	 	 	 	the Consent or Kalgold’s ability to cede the Mineral Lease to ARM Platinum; or
	 
	 	 	 	 
	16.5.3

	 	 	 	the extension or exercise of the Extension Options.
	 
	 	 	 	 
	16.6	 	To the extent that Kalgold is obliged and/or required to perform
any act with regard to the Sale Assets and/or the Transaction,
Harmony undertakes to use commercially reasonable endeavours to
procure that Kalgold performs such act and indemnifies ARM Platinum
and holds it harmless from and against any loss or damage which it
may suffer by reason of Kalgold’s failure and/or refusal to perform
such act. On this basis, ARM Platinum hereby waives all and any
claims which it may have against Kalgold in regard to the
Transaction and the Sale Assets, whether in terms of this Agreement
or otherwise, Harmony hereby assuming all of Kalgold’s liabilities
and obligations in respect thereof.












Page 25












 








	 	 	 	 	 
	16.7	 	Notwithstanding anything to the contrary contained in
this Agreement –
	 
	 	 	 	 
	16.7.1

	 	 	 	the aggregate amount of ARM Platinum and/or Avmin’s recoverable damages
for
any breach or breaches of this Agreement, including
without being limited to the warranties and undertakings
set out in this clause 16, shall not in any circumstances
exceed the Weighted Average Traded Price less any amounts
refunded by Harmony to ARM Platinum in terms of clauses
14 and 15, in the aggregate; and
	 
	 	 	 	 
	16.7.2

	 	 	 	ARM Platinum and/or Avmin shall have no claim whatsoever against Harmony
or
Kalgold in the event that the provisions of clauses 14 or 15
are not complied with, save for the refund claims
specifically dealt with in such clauses.
	 
	 	 	 	 
	17	 	LIMITED WARRANTIES BY ARM PLATINUM AND AVMIN
	 
	 	 	 	 
	17.1	 	Full opportunity having already been given to Kalgold and Harmony,
their servants, agents, representatives and advisers to make such
inspection, examination and investigation as they may wish to have
of all and any aspects of Avmin, its business and affairs, save as
set out below, no warranties, representations or undertakings are
given, made or expressed by ARM Platinum or Avmin, or imposed or
implied by statute, common law, custom or otherwise, in favour of
Kalgold or Harmony relating to or in connection with Avmin or the
New Avmin Shares including (but not limited to) the asset or
liability position of Avmin, the accuracy or completeness or any
commercial and/or statutory records of Avmin or any entry therein
or relating to the New Avmin Shares, the profitability of Avmin or
the value of the New Avmin Shares.
	 
	 	 	 	 
	17.2	 	ARM Platinum and Avmin hereby jointly and severally give the
following warranties to and in favour of Kalgold and Harmony –












Page 26












 








	 	 	 	 	 
	17.2.1

	 	 	 	ARM Platinum will apply to be registered as a vat vendor in terms of the Value-Added Tax Act, No. 89 of 1991, and will use commercially
reasonable endeavours and do all such things as may be
necessary to procure such registration prior to the
Closing Date, or after the Closing Date but
retrospectively with effect from the Closing Date;
	 
	 	 	 	 
	17.2.2

	 	 	 	Avmin will have sufficient authorised share capital to allot and issue the New
Avmin Shares;
	 
	 	 	 	 
	17.2.3

	 	 	 	Avmin has the power, and has taken all necessary authorising action, to issue the
RLA and to allot and issue the New Avmin Shares in terms of the RLA;
	 
	 	 	 	 
	17.2.4

	 	 	 	the RLA, when issued by Avmin, will be legally binding on Avmin, valid and of full
force and effect; and
	 
	 	 	 	 
	17.2.5

	 	 	 	the New Avmin Shares, when allotted and issued, will rank pan passu with all of
the other shares in Avmin’s issued share capital and will be
listed on the JSE.
	 
	 	 	 	 
	17.3	 	Each warranty given by ARM Platinum and Avmin to Kalgold and Avmin
in this Agreement will –
	 
	 	 	 	 
	17.3.1

	 	 	 	be given as at the Signature Date and the Closing. Date;
	 
	 	 	 	 
	17.3.2

	 	 	 	be a separate warranty and will in no way be limited or restricted by inference
from the terms of any other warranty or by any other words in the Agreement;
	 
	 	 	 	 
	17.3.3

	 	 	 	continue and remain in force notwithstanding the completion of the Transaction;
	 
	 	 	 	 
	17.3.4

	 	 	 	prima facia be deemed to be a representation of fact inducing Kalgold and
Harmony to enter into this Agreement; and












Page 27












 








	 	 	 	 	 
	17.3.5

	 	 	 	be presumed to be material unless the contrary is proved.
	 
	 	 	 	 
	17.4	 	Notwithstanding anything to the contrary contained in this
Agreement, the aggregate amount of Kalgold and/or Harmony’s
recoverable damages for any breach or breaches of this Agreement,
including without being limited to the warranties and undertakings
set out in this clause 17, shall not in any circumstances exceed
the Weighted Average Traded Price less any amounts refunded by
Harmony to ARM Platinum in terms of clauses 14 and 15, in the
aggregate.
	 
	 	 	 	 
	18	 	CONFIDENTIALITY
	 
	 	 	 	 
	18.1	 	No Party shall publish any announcement of the Transaction through
any of the media until the
others have approved the proposed announcement in writing, which approval will not be
unreasonably withheld or delayed. Any Party may, however, publish such announcement
(without such approval) if required to do so by law or by any securities exchange or regulatory
or governmental body to which it is subject, wherever situated, provided only that such Party
shall consult the other Parties before publishing the announcement and shall provide the other
Parties with a copy of the announcement prior to publication
	 
	 	 	 	 
	18.2	 	All information or documents which may be made available to ARM Platinum and Avmin in
connection with Kalgold, its business and affairs, and the Sale Assets, whether prior to or after
the Signature Date, shall be kept in the strictest confidence.
	 
	 	 	 	 
	19	 	BREACH
	 
	 	 	 	 
	19.1	 	If Harmony commits any breach of this Agreement, then subject to
the provisions of clause 19.3, ARM Platinum and/or Avmin shall not
be entitled to cancel it unless the breach is material and goes to
the root of the contract and cannot be remedied adequately by the
payment of damages and, being such a breach, it is not remedied or
is not capable of being remedied by specific performance within a
reasonable time (which shall not be less than 30 (Thirty) days)
after Harmony receives written notice to remedy the breach.












Page 28












 








	 	 	 
	19.2

	 	If ARM Platinum and/or Avmin commits any breach of this Agreement,
then, subject to the provisions of clause 19.3, Harmony shall not
be entitled to cancel it unless the breach is material and goes to
the root of the contract and cannot be remedied adequately by the
payment of damages and, being such a breach, it is not remedied or
is not capable of being remedied by specific performance within a
reasonable time (which shall not be less than 30 (Thirty) days)
after ARM Platinum and/or Avmin, as the case may be, receives
written notice to remedy the breach.
	 
	 	 
	19.3

	 	Notwithstanding anything to the contrary contained in this Agreement,
no Party shall be entitled
to cancel this Agreement after the Closing Date for any breach by any other. Party of any
warranty or representation contained in this Agreement, and the exclusive remedy for any such
breach shall be limited to a claim for such damages as may be recoverable for the breach.
	 
	 	 
	19.4

	 	Subject to the provisions of clause 19.3, the respective remedies of the Parties in terms of this
clause 19 shall not be exhaustive and shall be in addition and without prejudice to any other
remedies they may have under or in consequence of this Agreement.
	 
	 	 
	20

	 	INDIVISIBILITY
	 
	 	 
	

	 	The Transaction and all of the other transactions and arrangements
contained in or contemplated by this Agreement and the Related
Agreements constitute a single and indivisible transaction so that
if any of the Related Agreements fails to take effect or is
cancelled, rescinded or otherwise falls away on or prior to the
Closing Date, any Party shall be entitled to cancel this Agreement
by written notice to that effect to the other Parties.












Page 29












 








	 	 	 
	21

	 	SUPPORT CLAUSE
	 
	 	 
	

	 	The Parties undertake at all times to do all such things, perform
all such actions and take all such steps and to procure the doing
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/or import of this Agreement.
	 
	 	 
	22

	 	DISPUTE RESOLUTION
	 
	 	 
	22.1

	 	In the event of there being any dispute or difference between the
Parties arising out of this Agreement, or in connection with it, or
regarding its interpretation, validity, execution, implementation,
termination or cancellation, the said dispute or difference shall
on written demand by any Party to the dispute be submitted to
arbitration in Johannesburg in accordance with the rules of AFSA;
	 
	 	 
	22.2

	 	In the event of a Party to the dispute wishing to join another
Party, that is not already one of the Parties to the dispute, to
the arbitration, then it shall be entitled to do so by written
notice to the said other Party or Parties to the dispute and the
arbitrator or arbitrators. Upon receipt of this notice by the said
other Party it shall become a Party in the arbitration;
	 
	 	 
	22.3

	 	Any Party to the arbitration may appeal the decision of the
arbitrator or arbitrators in terms of the Rules of AFSA;
	 
	 	 
	22.4

	 	Nothing herein contained shall be deemed to prevent or prohibit a
Party to the arbitration from applying to the appropriate court for
urgent relief.
	 
	 	 
	22.5

	 	Any arbitration in terms of this clause 22 shall be conducted in
camera and the Parties shall treat as confidential and not disclose
to any third party details of the dispute submitted to arbitration,
the conduct of the arbitration proceedings or the outcome of the
arbitration, without the written consent of all the Parties
thereto.












Page 30












 








	 	 	 
	22.6

	 	The provisions of this clause 22 will continue to be binding on the
Parties notwithstanding any termination or cancellation of the
Agreement.
	 
	 	 
	22.7

	 	The Parties agree that the written demand by a Party to the
dispute in terms of clause 22.1 that the dispute or difference be
submitted to arbitration, is to be deemed to be a legal process for
the purpose of interrupting extinctive prescription in terms of the
Prescription Act, No. 68 of 1969.
	 
	 	 
	23

	 	NOTICES AND DOMICILIA
	 
	 	 
	23.1

	 	The Parties choose as their respective domicilia citandi et
executandi for the purpose of legal proceedings and for the
purposes of giving or sending any notice provided for or necessary
in terms of this Agreement, the following addresses and telefax
numbers for each of them –







	 	 	 	 	 
	Name
	 	Physical Address
	 	Telefax

	Kalgold &

	 	Block 27
	 	011 692 3879
	Harmony

	 	Randfontein Office Park	 	 
	

	 	Cnr Main Reef Road & Ward Avenue	 	 
	

	 	Randfontein	 	 
	 
	 	 	 	 
	Marked for the attention of The Company Secretary







	 	 	 	 	 	 	 
	Name
	 	Physical Address
	 	Telefax

	ARM

	 	56 Main Street
	 	011 634 0502
	Platinum &

	 	Johannesburg
	 	 
	Avmin

	 	 	2001	 	 	 
	 
	 	 	 	 	 	 
	Marked for the attention of The Company Secretary	 	 












Page 31












 








	 	 	 	 	 
	 	 	provided that a Party may change its domicilium to any other
physical address or telefax number within the Republic of South
Africa by written notice to the other Parties to that effect. Such
change of address will be effective 5 (Five) business days after
receipt of the notice of the change of domicilium.
	 
	 	 	 	 
	23.2	 	All notices to be given in terms of this Agreement will be in writing and
will –
	 
	 	 	 	 
	23.2.1

	 	 	 	if delivered by hand during business hours, be rebuttably presumed to
have been
received on the date of delivery. Any notice delivered
after business hours or on a day which is not a business
day will be rebuttably presumed to have been received on
the following business day; and
	 
	 	 	 	 
	23.2.2

	 	 	 	if sent by telefax during business hours, be rebuttably presumed to have
been
received on the date of successful transmission of the
telefax. Any telefax sent after business hours or on a
day which is not a business day will rebuttably be
presumed to have been received on the following business
day.
	 
	 	 	 	 
	2.3.3	 	Any notice in terms of this Agreement shall only be validly given
if in written or printed paper based form. For the avoidance of
doubt, where any provision of this Agreement requires either Party
to perform any act in writing, this requirement will only be
satisfied if such performance is made in a written or printed paper
base form. The provisions of the Electronic Communications and
Transactions Act, No. 25 of 2002, in this regard are expressly
excluded from this Agreement, and data messages (as defined in that
Act) are excluded as a valid form of notice in terms hereof.
	 
	 	 	 	 
	23.4	 	Notwithstanding the above but subject to the provisions of clause
23.3, any notice given in writing, and actually received by the
Party to whom the notice is addressed, will be deemed to have been
properly given and received, notwithstanding that such notice has
not been given in accordance with the provisions of this clause.












Page 32












 








	 	 	 
	24

	 	BENEFIT OF THE AGREEMENT
	 
	 	 
	

	 	This Agreement will be also for the benefit of and be binding upon the
successors in title and permitted assigns of the Parties or any of
them.
	 
	 	 
	25

	 	APPLICABLE LAW AND JURISDICTION
	 
	 	 
	25.1

	 	This Agreement will in all respects be governed by and construed
under the laws of the Republic of South Africa.
	 
	 	 
	25.2

	 	Subject to the provisions of clause 22, the Parties hereto hereby
consent and submit to the non-exclusive jurisdiction of the
Witwatersrand Local Division of the High Court of the Republic of
South Africa in any dispute arising from or in connection with this
Agreement.
	 
	 	 
	26

	 	GENERAL
	 
	 	 
	26.1

	 	This Agreement constitutes the whole of the Agreement between the
Parties relating to the matters dealt with herein and, save to the
extent otherwise provided herein, no undertaking, representation
term or condition relating to the subject matter of this Agreement
not incorporated in this Agreement shall be binding on any of the
Parties.
	 
	 	 
	26.2

	 	No variation, addition, deletion, or agreed cancellation will be
of any force or effect unless in writing and signed by or on behalf
of the Parties. Failure or delay on the part of any Party in
exercising any right, power or privilege hereunder will not
constitute or be deemed to be a waiver thereof, nor will any single
or partial exercise of any right, power or privilege preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege.












Page 33












 








	 	 	 
	26.3

	 	No waiver of any of the terms and conditions of this Agreement
will be binding or effectual for any purpose unless in writing and
signed by or on behalf of the Party giving the same. Any such
waiver will be effective only in the specific instance and for the
purpose given. No failure or delay on the part of any Party in
exercising any right, power or privilege hereunder will constitute
or be deemed to be a waiver thereof, nor will any single or partial
exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power
or privilege.
	 
	 	 
	26.4

	 	Save as otherwise herein provided, neither this Agreement nor any
part, share or interest therein nor any rights or obligations
hereunder may be ceded, assigned, or otherwise transferred without
the prior written consent of the other Parties.
	 
	 	 
	27

	 	COUNTERPARTS
	 
	 	 
	

	 	This Agreement may be executed in any number of counterparts as by
different Parties 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.
	 
	 	 
	28

	 	COSTS
	 
	 	 
	28.1

	 	Save as provided for below, each Party will bear and pay its own
legal costs and expenses relating to the negotiation, drafting,
preparation and discharging of its obligations under this
Agreement.
	 
	 	 
	28.2

	 	The filing fee payable in terms of the Competition Act in respect of
the notification referred to in clause 4.1.2 will be shared equally
between Harmony, Avmin and ARMI.
	 
	 	 
	28.3

	 	All costs and expenses relating to the drafting and, where
applicable, registration of all documents referred to in clause 13.1
will be shared between Harmony and ARM Platinum.












Page 34












 








	 	 	 
	28.4

	 	All issue duty payable on the allotment and issue of the New Avmin
Shares will be borne and paid by ARM Platinum.







	 	 	 	 	 
	 

	 	 
	 	For and on behalf of
	

	 	 	 	KALAHARI GOLDRIDGE MINING
	

	 	 	 	COMPANY LIMITED
	

	 	 	 	
	

	 	 	 	who warrants that he is duly authorised
	 
	 	 	 	 
	

	 	 	 	For and on behalf of
	

	 	 	 	HARMONY GOLD MINING COMPANY LIMITED
	

	 	 	 	
	

	 	 	 	who warrants that he is duly authorised
	 
	 	 	 	 
	

	 	 	 	For and on behalf of
	

	 	 	 	AFRICAN RAINBOW MINERALS PLATINUM
	

	 	 	 	(PROPRIETARY) LIMITED
	

	 	 	 	
	

	 	 	 	who warrants that he is duly authorised
	 
	 	 	 	 
	

	 	 	 	For and on behalf of
	

	 	 	 	ANGLOVAAL MINING LIMITED
	

	 	 	 	
	

	 	 	 	who warrants that he is duly authorised
	 
	 	 	 	 
	

	 	 	 	QUOD ATTESTOR
	

	 	 	 	
	

	 	 	 	NOTARY PUBLIC












Page 35












 








ANNEXE “A”




KALPLATS AND PROSPECTING AREAS










Page 36













 





ANNEXE “B”




Options




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Duration of	 	 
	Name
	 	ID Number
	 	Address
	 	Contract
	 	%

	1. FARM GROOT GEWAAGD NO. 270 – PTN 8 (TWEELINGSHOEK) AND PTN 6 (VERDWYN) – 856.5336 HA TOTAL
	Smith, Ammiel
	 	 	520707 5077 08 7	 	 	Koedoeweg 23, VRYBURG 8600	 	 	24.02.01 – 23.02.04	 	 	 	0.83	 
	Smith, Sebastiaan
	 	 	480903 5026 08 7	 	 	PO Box 3835, WINDHOEK, NAMIBIA	 	 	06.03.01 – 05.03:04	 	 	 	0.83	 
	Smith, Henry John
	 	 	450415 5005 08 2	 	 	Zebraweg 7, VRYBURG 8600	 	 	14.03.01 – 13.03.04	 	 	 	0.83	 
	Smith, Jacobus Johannes
	 	 	591108 5085 08 5	 	 	PO Box 2700. VRYBURG 8600	 	 	14.03.01 – 13.03.04	 	 	 	0.83	 
	Du Plessis, John Samuel Smith
	 	 	510420 5058 00 6	 	 	PO Box 2105, KURUMAN 8460	 	 	14.03.01 – 12.03.04	 	 	 	3.33	 
	Herbst, Margaretha Maria
	 	 	390220 0033 08 6	 	 	Sonneblomstr 18, VRYBURG 8600	 	 	08.02.01 – 07.02.04	 	 	 	3.33	 
	Kolze, Maria Susanna
	 	 	450413 0035 08 9	 	 	PO Box 1812, VRYBURG 8600	 	 	08.02.01 – 07.02.04	 	 	 	3.33	 
	Prinsloo, Elizabeth Maria
	 	 	620424 0021 08 1	 	 	73 Russell Drive, Wallaton, NOTTINGHAM
NG8 2BA, UNITED KINGDOM	 	 	27.06.01 – 26.06.04	 	 	 	1	 
	Damerell-Moss, Grace Dina Wilhelmina
	 	 	510321 0021 08 2	 	 	PO Box 506, ST FRANCIS BAY 6312	 	 	04.04.01 – 03.04.04	 	 	 	1	 
	Smith, Walter Joseph
	 	 	470609 5009 08 8	 	 	Kromellenboog 2, SASOLBURG 1947	 	 	15.02.01 – 14.02.04	 	 	 	1	 
	Smith, Ammiel Griffith
	 	 	570923 5026 00 3	 	 	PO Box 23, BARBERTON 1300	 	 	15.02.01 – 14.02.04	 	 	 	1	 
	Smith, Petrus Johannes (Deceased)
	 	 	49081 1 5054 00 9	 	 	Takbestuurder – Boedeldienste, ABSA Trust
Posbus 2413, Bloemfontein 9300	 	 	13.03.01 – 12.03.04	 	 	 	1	 
	Van Niekerk, Ammiel Griffiths
	 	 	540728 5088 08 6	 	 	Kilburnstraat 86, HORISON 1724	 	 	13.02.01 – 12.02.04	 	 	 	1	 
	Van Niekerk, Rudolf Francois
	 	 	58021 15095 08 9	 	 	PO Box 241, ZEERUST 2865	 	 	12.02.01 – 11.02.04	 	 	 	1	 
	Van Niekerk, Jacobus Petrus Phillipus
	 	 	490221 5024 08 7	 	 	PO Box 11095, TIEGERPOORT 0056	 	 	12.02.01 – 11.02.04	 	 	 	1	 
	Coetzer, John Samuel Smith
	 	 	5 10227 5052 08 1	 	 	PO Box 27, BUHRMANNSDRIF 2867	 	 	09.02.01 – 08.02.04	 	 	 	5	 







     

[Additional columns below]
[Continued from above table, first column(s) repeated]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Option Payments

	 	 	 	 	 	 	1st Year	 	2nd Year	 	3rd Year
	Name
	 	ID Number
	 	2001-2002
	 	2002-2003
	 	2003-2004

	1. FARM GROOT GEWAAGD NO. 270 – PTN 8 (TWEELINGSHOEK) AND PTN 6 (VERDWYN) – 856.5336 HA TOTAL	 	8,565.00	 	 	 	9,420.00	 	 	 	10,360.00	 
	Smith, Ammiel
	 	 	520707 5077 08 7	 	 	 	71.09	 	 	 	78.19	 	 	 	85.99	 
	Smith, Sebastiaan
	 	 	480903 5026 08 7	 	 	 	71.09	 	 	 	78.19	 	 	 	85.99	 
	Smith, Henry John
	 	 	450415 5005 08 2	 	 	 	71.09	 	 	 	78.19	 	 	 	85.99	 
	Smith, Jacobus Johannes
	 	 	591108 5085 08 5	 	 	 	71.09	 	 	 	78.19	 	 	 	85.99	 
	Du Plessis, John Samuel Smith
	 	 	510420 5058 00 6	 	 	 	85.65	 	 	 	313.69	 	 	 	344.99	 
	Herbst, Margaretha Maria
	 	 	390220 0033 08 6	 	 	 	85.65	 	 	 	313.69	 	 	 	344.99	 
	Kolze, Maria Susanna
	 	 	450413 0035 08 9	 	 	 	85.65	 	 	 	313.69	 	 	 	344.99	 
	Prinsloo, Elizabeth Maria
	 	 	620424 0021 08 1	 	 	 	85.65	 	 	 	94.20	 	 	 	103.60	 
	Damerell-Moss, Grace Dina Wilhelmina
	 	 	510321 0021 08 2	 	 	 	85.65	 	 	 	94.20	 	 	 	103.60	 
	Smith, Walter Joseph
	 	 	470609 5009 08 8	 	 	 	85.65	 	 	 	94,20	 	 	 	103.60	 
	Smith, Ammiel Griffith
	 	 	570923 5026 00 3	 	 	 	85.65	 	 	 	94.20	 	 	 	103.60	 
	Smith, Petrus Johannes (Deceased)
	 	 	49081 1 5054 00 9	 	 	 	85.65	 	 	 	94.20	 	 	 	103.60	 
	Van Niekerk, Ammiel Griffiths
	 	 	540728 5088 08 6	 	 	 	85.65	 	 	 	94.20	 	 	 	103.60	 
	Van Niekerk, Rudolf Francois
	 	 	58021 15095 08 9	 	 	 	85.65	 	 	 	94.20	 	 	 	103.60	 
	Van Niekerk, Jacobus Petrus Phillipus
	 	 	490221 5024 08 7	 	 	 	85.65	 	 	 	94.20	 	 	 	103.60	 
	Coetzer, John Samuel Smith
	 	 	5 10227 5052 08 1	 	 	 	111.35	 	 	 	471.00	 	 	 	518.00	 












 












 






Options


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Duration of	 	 
	Name
	 	ID Number
	 	Address
	 	Contract
	 	%

	Pretorius, Margeretha Maria
	 	 	481224 0042 08 9	 	 	c/o PO Box 46, VRYBURG 8600	 	 	08.02.01 – 07.02.04	 	 	 	5	 
	Treeby, Phillip
	 	 	611207 5089 08 3	 	 	PO Box 1078, EVANDER 2280	 	 	07.10.01 – 06.10.04	 	 	 	1.4	 
	Pretorius, Doris
	 	 	581212 0065 08 4	 	 	Wesstraat 256,PRETORIA-NOORD 1082	 	 	08.08.01 – 07.08.04	 	 	 	14	 
	Marriott, Zenobia
	 	 	011191496 Passport	 	Finca LosAlmendros, ApartadodeCorrcos 1,
Jimena de la Frontera, 11330 Cadiz, Spain	 	 	21.06.01 – 20.06.04	 	 	 	2	 
	Smith, Ammiel Griffiths
	 	 	450508 5005 08 4	 	 	PO Box 40692, MORELETAPARK 0044	 	 	14.02.01 – 13.02.04	 	 	 	2	 
	McKenzie, Maria
	 	 	490318 0081 08 6	 	 	PO Box 657, STANGER 4450	 	 	11.03.01 – 10.03.04	 	 	 	5	 
	Smith, Amiel
	 	 	450424 5121 00 6	 	 	PO Box 80, MODDERFONTEIN 1645	 	 	14.02 01 – 13.02.04	 	 	 	5	 
	Smith, Hendrik Johannes
	 	 	361103 5028 00 1	 	 	PO Box 80, MODDERFONTEIN 1645	 	 	12.03.01 – 11.03.04	 	 	 	5	 
	Smith, Miiriii Henrietta
	 	 	461213 0081 08 4	 	 	PO Box 767, KINROSS 2270	 	 	21.02.01 – 20.02.04	 	 	 	5	 
	Mudge, Maria Isabella
	 	 	160123 0011 08 6	 	 	PO Box 581, WARMBAD 0480	 	 	12.02.01 – 11.02.04	 	 	 	3.33	 
	Smith, Henry John
	 	 	181202 5014 08 2	 	 	PO Box 1 22, STELLA, 8650	 	 	07.02.01 – 06.02.04	 	 	 	3.33	 
	Visser, Susan Isabella Johanna
	 	 	270721 0050 00 9	 	 	PO Box 41, ROOIBERG 0500	 	 	12.02.01 – 11.02.04	 	 	 	3.33	 
	Smith, Cornelia Carolina
	 	 	260831 0074 00 3	 	 	Kerkstraat 103, ZEERUST 2865	 	 	09.02.01 – 08.02.04	 	 	 	3.33	 
	Vermeulen, Janet Catherine
	 	 	110112 0033 08	 	 	Huis Louis Swanepoel, Pk. STELLA 8650	 	 	07.02.01 – 06.02.04	 	 	 	3.33	 
	Smith, Schalk Willem
	 	 	140526 5006 08 0	 	 	PQ Box 65 1, SENEKAL 9600	 	 	15.02.01 – 14.02.04	 	 	 	4	 
	Smith, Ammiel Griffiths
	 	 	160529 5004 08 4	 	 	Humanstraat 8, WARRENTON 8530	 	 	08.02.01 – 07.02.04	 	 	 	4	 
	Bester, Maria Isabella
	 	 	070806 0004 08 0	 	 	Huis Louis Swanepoel, Pk. STELLA 8650	 	 	07.02.01 – 06.02.04	 	 	 	4	 
	Carstens, Cornelius Johannes
	 	 	541210 5032 00 9	 	 	PO Box 1 125, ZEERUST 2X65	 	 	14.08.01 – 13.08.04	 	 	 	4	 
	Van Tender, Johanna Helena
	 	 	250518 0012 08 6	 	 	Huis Louis Swanepoel, Pk. STELLA 8650	 	 	07.02.01 – 06.02.04	 	 	 	4	 
	Prinsloo, Come Elizabeth
	 	 	410903 0014 08 3	 	 	PO Box 6565, SECUNDA 2302	 	 	21.02.01 – 20.02.04	 	 	 	2.8	 







     

[Additional columns below]
[Continued from above table, first column(s) repeated]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Option Payments

	 	 	 	 	 	 	1st Year	 	2nd Year	 	3rd Year
	Name
	 	ID Number
	 	2001-2002
	 	2002-2003
	 	2003-2004

	Pretorius, Margeretha Maria
	 	 	481224 0042 08 9	 	 	 	113.91	 	 	 	471.00	 	 	 	518.00	 
	Treeby, Phillip
	 	 	611207 5089 08 3	 	 	 	120.00	 	 	 	131,90	 	 	 	145.04	 
	Pretorius, Doris
	 	 	581212 0065 08 4	 	 	 	17130	 	 	 	131.90	 	 	 	145.04	 
	Marriott, Zenobia
	 	 	011191496 Passport	 	 	171.30	 	 	 	188.40	 	 	 	207.20	 
	Smith, Ammiel Griffiths
	 	 	450508 5005 08 4	 	 	 	171.30	 	 	 	188.40	 	 	 	207.20	 
	McKenzie, Maria
	 	 	490318 0081 08 6	 	 	 	214.13	 	 	 	471.00	 	 	 	518.00	 
	Smith, Amiel
	 	 	450424 5121 00 6	 	 	 	21413	 	 	 	471.00	 	 	 	518.00	 
	Smith, Hendrik Johannes
	 	 	361103 5028 00 1	 	 	 	214.13	 	 	 	471.00	 	 	 	518.00	 
	Smith, Miiriii Henrietta
	 	 	461213 0081 08 4	 	 	 	214.13	 	 	 	471.00	 	 	 	518.00	 
	Mudge, Maria Isabella
	 	 	160123 0011 08 6	 	 	 	282.65	 	 	 	313.69	 	 	 	344.99	 
	Smith, Henry John
	 	 	181202 5014 08 2	 	 	 	282.65	 	 	 	313.69	 	 	 	344.99	 
	Visser, Susan Isabella Johanna
	 	 	270721 0050 00 9	 	 	 	282,65	 	 	 	313.69	 	 	 	344.99	 
	Smith  Cornelia Carolina
	 	 	260831 0074 00 3	 	 	 	285.21	 	 	 	313.69	 	 	 	344.99	 
	Vermeulen  Janet Catherine
	 	 	110112 0033 08	 	 	 	285.21	 	 	 	313.69	 	 	 	344.99	 
	Smith, Schalk Willem
	 	 	140526 5006 08 0	 	 	 	342.60	 	 	 	376.80	 	 	 	414.40	 
	Smith, Ammiel Griffiths
	 	 	160529 5004 08 4	 	 	 	342.60	 	 	 	376.80	 	 	 	414.40	 
	Bester, Maria Isabella
	 	 	070806 0004 08 0	 	 	 	428.25	 	 	 	376.80	 	 	 	414.40	 
	Carstens, Cornelius Johannes
	 	 	541210 5032 00 9	 	 	 	428.25	 	 	 	376.80	 	 	 	414.40	 
	Van Tender, Johanna Helena
	 	 	250518 0012 08 6	 	 	 	428.25	 	 	 	376.80	 	 	 	414.40	 
	Prinsloo, Come Elizabeth
	 	 	410903 0014 08 3	 	 	 	428.25	 	 	 	263.76	 	 	 	290.08	 













 












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Van der Merwe, Johanna

	 	521208 0047 08 3
	 	Langenhovenstraat 66, JAN CILLIERSPARK,

WELKOM 9459
	 	 15.10.01 – 14.10.04
	 	 	0.8	 	 	 	68.50	 	 	 	75.36	 	 	 	82.88	 	 	 
	Solomon, Sarnuel

	 	To be traced	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Solomon, Max

	 	To be traced
	 	 	 	 	 	 	 	 	 	1st Year
2001-2002
	 	2nd Year
2002-2003
	 	3rd Year
2003-2004
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. GEMSBOK PAN 309 – PTN 2 (KROMDRAAI) and PTN 6 (MEMEL) and PTN 5 (RE) OF KOODOOS RAND 321 – 2434.6487 HA
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	2002-2003/2003-2004	 	2004-2005	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	First 2 years – R6695.28	 	R1,75/ha
	 	 
	Feitelberg, Anna

	 	190725 0022 08 9
	 	PO Box 781059, Sandton 2146
	 	15.02.02 – 14.02.08
	 	 	25	 	 	 	6695.280	 	 	 	 	 	 	 	4260.64	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3. GEMSBOK PAN 309 – PTN 2 (KROMDRAAI) – 544,792 HA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	R3,00/ha
	 	R3,50/ha
	 	R4,00/ha
	 	 
	Smit, Marlon

	 	590522 5091 08 8
	 	PO Box 74368, LYNNWOOD RIDGE 0040
	 	17.02.02 – 16.02.05
	 	 	12.5	 	 	 	817.19	 	 	 	953.39	 	 	 	1,089.59	 	 	 
	Smit, Deon

	 	560821 5092 08 6
	 	PO Box 2101, VRYBURG 8600
	 	17.02.02 – 16.02.05
	 	 	12.5	 	 	 	817.19	 	 	 	953.39	 	 	 	1,089.59	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4. GEMSBOK PAN 309 — PORTION 6 (MEMEL) — I361.9915 HA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Rl.50/ha
	 	RI,75/ha
	 	R2,00/ha
	 	 
	Smit, Marlon

	 	590922 5091 08 8
	 	PO Box 74368, LYNNWOOD RIDGE 0040
	 	17.02.02 – 16.02.05
	 	 	12.5	 	 	 	1,021,49	 	 	 	1191,74	 	 	 	1361.9?	 	 	 
	Smit, Deon

	 	560521 5092 08 6
	 	PO Box 2101, VRYBURG 8600
	 	17.02.02 – 16.02.05
	 	 	12.5	 	 	 	1,021,49	 	 	 	1191,74	 	 	 	1361.99	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5. KOODOOS RAND 321 —REMAINING EXTENT OF PTN 5 — 527.8650 HA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Rl.5O/ha
	 	R1.75/ha
	 	R2.00/ha
	 	 
	Smit, Deon

	 	590922 5091 08 8
	 	PO Box 2101,VRYBURG 8600
	 	17.02.02 – 16.02.05
	 	 	12.5	 	 	 	395.90	 	 	 	461.88	 	 	 	527.87	 	 	 
	Smit, Marlon

	 	590522 5091 08 8
	 	PO Box 74368, LYNNWOOD RIDGE 0040
	 	17.02.02 – 16.02.05
	 	 	12.5	 	 	 	395.90	 	 	 	461.88	 	 	 	527.87	 	 	 












 












 





6.1 GEMSBOK PAN 309 – PTN 2 (KROMDRAAI) – 544,792 HA




6.2 GEMSBOK PAN 309 – PTN 3 (MORESTER) – 544.8015 HA HA




6.3 GEMSBOK PAN 309 – RE OF PTN 4 – 461.4694 HA




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	No option fees payable	 	 
	De Villiers, Johanna Adriana	 	610110 0023 08 4	 	PO Box 127, STELLA 8650	 	05.02.01 – 04.02.04	 	 	 	 	 	during prospecting period	 	 
	 	 	 	 	 	 	 	 	 	1.50	 	 	Contract has been Notarially Registered	 	 
	

	 	 	 	 	 	 	 	 	2.100	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	3.100	 	 	 	 	 	 	 	 	 
	7. GEMSBOK PAN 309 – PORTION 13 (PTN 6) – 567.6792 HA (Part of Memel)
	 

	 	 	 	 	 	 	 	 	 	 	 	R2.50/ha
	 	R3.00/ha
	 	R3.50/ha	 	 
	Cilliers, Bartholomeus

	 	18.07.1940 (D.O.B.)
	 	PO Box 4, STELLA 8650
	 	28.04.01 – 27.04.04
	 	 	50	 	 	1,419.20
	 	1,703.04
	 	1,986.88	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8. GROOT GEWAAGD 270 – PORTION 6 (PTN OF PTN 1) – 428.2699 HA
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Badenhorst, Hester Susanna	 	6606010033 08 8	 	PO Box 816, HARTSWATER	 	05.02.01 – 04.02.04	 	 	100-S	 	 	No option fees payable during

3-year prospecting period	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9. GROOT GEWAAGD 270 – PORTION 8 (TWEELINGSHOEK) – 428.2667 HA
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Smith, Hohn Samuel

	 	420723 5009 08 0
	 	PO Box 196, STELLA 8650
	 	05.02.01 – 04.02.04
	 	 	100-S	 	 	4,300.00+vat
	 	5,100.00
	 	6,000	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10. KOODOOS RAND 321 – VARIOUS PORTIONS – 1908.6439 HA (RE-6; 3, 14, 15, 16, 17, 18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nel, Gert Johannes	 	44428,5020,08,7	 	PO Box 180, STELLA 8650	 	05.02.01 – 04.02.04	 	 	 	 	 	No option fees payable
during 3-year prospecting period	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notarial Contract - No K39/2001 PC signed and valid for 18/5/01 to 17/5/04

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11. PAPIESVLAKTE A
323 – PORTION 1 – 1663.6454 HA – NOTARIAL EXECUTION
DONE Notarial Contract - No K38/200 IPC signed and valid for 20/05/01 to 19/05/04
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hobson, Denis Carey	 	500126 5092 08 3	 	PO Box 242, STELLA 8650	 	05.02.01 – 04.02.04	 	 	 	 	 	No option fees payable
during 3-year prospecting period	 	 













 












 








ANNEXE “C”




RENOUNCEABLE LETTER OF ALLOCATION




ANGLOVAAL MINING LIMITED

(“Avmin”)




RENOUNCEABLE LETTER OF ALLOCATION

To

KALAHARI GOLDRIDGE MINING COMPANY LIMITED

(“Kalgold”)





	1	 	Avmin hereby allocates and irrevocably undertakes to allot
and issue 2,000,000 (Two million) fully paid ordinary shares of R0.05 (Five cents)
each (“Underlying Avmin Shares”) to Kalgold or its order (“Allocation”) in
accordance with the remaining provisions of this renounceable letter of
allocation.
	 
	2	 	The Allocation does not constitute an allotment or issue of the
Underlying Avmin Shares.
	 
	3	 	Kalgold will be entitled to renounce the Allocation of all or any of the
Underlying Avmin Shares
to Harmony Gold Mining Company Limited (“Harmony”) and/or its
subsidiaries by the completion of a document substantially similar to the
attached Form of Renunciation and Acceptance and the delivery of the
original thereof by hand to Avmin by not later than close of business on
[This will be the date of the closing meetings]
	 
	4	 	Avmin shall procure that all duly completed documents received by it in
terms of paragraph 3 will be processed by Computershare Limited (“Transfer
Secretaries”) by procuring the unconditional allotment and issue of the
Underlying Avmin Shares and depositing same with STRATE Limited
(“STRATE”), with instructions that STRATE credit the account/s of the
CSDP/s nominated in the documents by not later than commencement of
trading on the JSE Securities Exchange South Africa on the 1st (First)
business day after the Transfer Secretaries receive final written
confirmation signed by Harmony, Avmin and African Rainbow Minerals &
Exploration Investments (Proprietary) Limited to the effect that all of
the matters required to be completed at the closing meetings to be held in
terms of certain merger agreements entered into between them have been
completed (“Issue Date”).
	 
	5	 	Any Underlying Avmin Shares which have not been renounced by Kalgold will
be allotted and issued to Kalgold by not later than the commencement of
trading on the JSE Securities Exchange South Africa on the Issue Date.






					
	SIGNED at
	 	on
	 	2004
	 

	 	 
For and on behalf of
	

	 	ANGLOVAAL MINING LIMITED
	

	 	 	 
	

	 	who warrants that he is duly authorised












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FORM OF RENUNCIATION AND ACCEPTANCE




Kalahari Goldridge Mining Company Limited hereby renounces to and in favour of
                  (“Renouncee”) its right to the allotment and
issue of 2,000,000 (Two million) ordinary Avmin Shares (“Renounced Avmin
Shares”).




The Renouncee hereby –





	1.	 	accepts the benefit of the renunciation in its favour;
	 
	2.	 	accepts the allocation to it of the Renounced Avmin Shares; and
	 
	3.	 	requests that the Renounced Avmin Shares be allotted and issued to
                         being the Renouncee’s nominated CDSP.





					
	 
	 	 
	SIGNED at
	 	on
	 	2004
	 

	 	 
For and on behalf of
	

	 	KALAHARI GOLDRIDGE MINING
	

	 	COMPANY LIMITED (“Renouncer”)
	 
	 	 
	

	 	who warrants that he is duly authorised







					
	 
	 	 
	SIGNED at
	 	on
	 	2004
	 

	 	 
For and on behalf of
	

	 	(“Renouncee”)
	 
	 	 
	

	 	who warrants that he is duly
authorised












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ANNEXE “D”




IRREVOCABLE INSTRUCTION




DRAFT LETTER TO BE TYPED ON AN ANGLOVAAL MINING LIMITED LETTERHEAD




Computershare
Limited
 70 Marshall
Street
 Johannesburg


2001



                2004




Dear Sirs




INSTRUCTION TO ALLOT AND ISSUE AVMIN SHARES





	1.	 	Harmony Gold Mining Company Limited (“Harmony”), Anglovaal Mining Limited
(“Avmin”) and African Rainbow Minerals & Exploration Investments
(Proprietary) Limited (“ARMI”) have entered into certain indivisible
agreements (“Merger Agreements”).
	 
	2.	 	One of the Merger Agreements is a Notarial Sale and Subscription
Agreement in terms of which Avmin is, subject to the fulfilment of certain
suspensive conditions, obliged to issue a renounceable letter of
allocation (“RLA”) in respect of 2,000,000 (Two million) ordinary shares
in Avmin (“Avmin Shares”) to Kalahari Goldridge Mining Company Limited
(“Kalgold”).
	 
	3.	 	Avmin is obliged to procure the allotment and issue of the Avmin Shares
in terms of the RLA on completion of the matters required to be completed
at the closing meetings to be held in terms of the Merger Agreements
(other than the Voting Agreement) (“Completion Matters”).
	 
	4.	 	Avmin hereby irrevocably and unconditionally, but subject to receipt of
the final confirmation provided for below,instructs you to allot and issue
the Avmin Shares prior to commencement of business on [this will be the
day after the Final Written Confirmation] 2004 (“Issue Date”) by
depositing the Avmin Shares with STRATE Limited (“STRATE”), with
instructions that STRATE credit the account/s of the CSDP/s nominated in
terms of the RLA by not later than commencement of trading on the JSE
Securities Exchange South Africa on the Issue Date.
	 
	5.	 	Notwithstanding anything to the contrary contained in this instruction,
you are to give effect to the .allotment and issue referred to above only
upon receipt of a final written confirmation signed by Harmony,Avmin and
ARMI to the effect that all of the Completion Matters have been completed
and that you may accordingly proceed (“Final Written Confirmation”).
	 
	6.	 	The giving of this instruction and the acceptance thereof by you
constitute a stlpulatio alteri in favour of Kalgold which shall be deemed
to have been accepted by Kalgold.










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	7	 	Please sign this letter as provided for below, acknowledging its receipt
and confirming, irrevocably and unconditionally, that you will act in
accordance with the instruction upon receipt of the Final Written
Confirmation.





Yours faithfully




ANGLOVAAL MINING LIMITED




Computershare Limited hereby confirms that –





	1.	 	the original of this letter was received by it
on                       
                 2004; and
	 
	2.	 	it undertakes,irrevocably and unconditionally,to ad in accordance with the
instruction contained in this letter upon receipt of the Final Written
Confirmation.





COMPUTERSHARE LIMITED




DATE:









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