SHALL NOT AT ANY TIME BE OBLIGED TO LEND OR ADVANCE
TO EGSA AN AMOUNT GREATER THAN THE ADDITIONAL LOAN FACILITY AMOUNT.
6.3
THE ADDITIONAL LOAN FACILITY MAY BE DRAWN DOWN BY EGSA IN
ONE DRAWING BY WAY OF PROVIDING NOT LESS THAN 5 (FIVE) DAYS WRITTEN NOTICE TO
AIMS (DRAWDOWN NOTICE), WHICH NOTICE MAY BE GIVEN DURING THE PERIOD COMMENCING
ON THE COMPLETION DATE AND ENDING ON 29 MAY 2009 AND AT NO TIME THEREAFTER.
6.4
UPON RECEIPT OF THE DRAWDOWN NOTICE, AIMS SHALL BE OBLIGED
TO ADVANCE SUCH FUNDS ON SUCH DATE AS SHALL BE STIPULATED IN THE DRAWDOWN NOTICE
INTO THE FOLLOWING BANK ACCOUNT:
Page 7
Restated Convertible Loan and Option Agreement
Account Holder:
Investec Bank Limited
Bank:
Investec Bank Limited
Account Number:
300 000 31993
Branch:
Grayston Drive
Branch Code:
580105
6.5
THE ADDITIONAL LOAN FACILITY SHALL BE USED BY EGSA
EXCLUSIVELY FOR THE PURPOSE OF REPAYING ALL AMOUNTS OUTSTANDING UNDER THE
INVESTEC LOAN AGREEMENT PURSUANT TO CLAUSE 9 OF THE INVESTEC LOAN AGREEMENT AND
THE ADDITIONAL LOAN FACILITY SHALL NOT BE USED FOR ANY OTHER PURPOSE WITHOUT THE
PRIOR WRITTEN CONSENT OF AIMS.
6.6
EGSA SHALL, ON RECEIPT BY INVESTEC ON ITS BEHALF OF THE
FUNDS ADVANCED BY AIMS UNDER THE ADDITIONAL LOAN FACILITY PURSUANT TO CLAUSE
6.4, TAKE ALL SUCH STEPS AS MAY BE NECESSARY TO IMMEDIATELY REPAY ALL AMOUNTS
OUTSTANDING UNDER THE INVESTEC LOAN AGREEMENT AND TO CANCEL THE SECURITY GIVEN
BY OR ON BEHALF OF EGSA TO INVESTEC, INCLUDING THE BORROWER'S CESSION, THE
EASTERN GOLDFIELDS CESSION AND THE GUARANTEE (AS THOSE TERMS ARE DEFINED IN THE
INVESTEC LOAN AGREEMENT).
7.
INTEREST
7.1
THE BALANCE OUTSTANDING OF THE INITIAL LOAN FROM TIME TO
TIME SHALL BEAR INTEREST AT THE INTEREST RATE WITH EFFECT FROM THE COMPLETION
DATE TO THE DATE THAT THE LOAN HAS BEEN REPAID IN FULL.
7.2
INTEREST ACCRUED UNDER THE LOAN AND REPAYABLE (OR
CONVERTIBLE) BY EGSA (OR THE ISSUER) ON THE TERMS SET OUT IN THIS AGREEMENT
SHALL INCLUDE:
7.2.1
THE AMOUNT REFERRED TO IN CLAUSE 5.1.2; AND
7.2.2
THE INTEREST ACCRUED ON THE INITIAL LOAN UNDER THE
CONVERTIBLE LOAN AGREEMENT FROM THE DATE REFERRED TO IN CLAUSE 5.1.2 UP TO (BUT
NOT INCLUDING) THE COMPLETION DATE.
7.3
FOR THE SAKE OF CERTAINTY, THE PARTIES ACKNOWLEDGE AND
AGREE THAT INTEREST SHALL NOT ACCRUE ON THE OUTSTANDING AMOUNT OF THE ADDITIONAL
LOAN FACILITY.
8.
CONVERSION OF LOAN
8.1
THE OUTSTANDING AMOUNT OF THE LOAN (PLUS ALL ACCRUED
INTEREST THEREON) SHALL BE CONVERTED INTO THE CONVERSION SHARES ON THE
CONVERSION DATE, SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN THIS CLAUSE 8.
8.2
THE CONVERSION OF THE LOAN (PLUS ALL ACCRUED INTEREST THEREON)
PURSUANT TO CLAUSE 8.1 SHALL BE SUBJECT TO EGI HAVING OBTAINED (EGI BEING
OBLIGED TO SO OBTAIN) ALL SUCH REGULATORY APPROVALS AS MAY BE NECESSARY TO
PERMIT THE IMPLEMENTATION OF THE CONVERSION REFERRED TO IN CLAUSE 8.1.
8.3
THE CONVERSION SHARES ISSUED TO AIMS (OR ITS AFFILIATES) IN
TERMS OF CLAUSE 8.1 SHALL BE ORDINARY SHARES,