EX-4.14 4 u46983exv4w14.txt EXHIBIT 4.14 EXHIBIT 4.14 EXECUTION COPY REORGANISATION AGREEMENT ENTERED INTO BETWEEN BEATRIX MINING VENTURES LIMITED (REGISTRATION NO 1946/020743/06) ("BEATRIX") DRIEFONTEIN CONSOLIDATED (PROPRIETARY) LIMITED (REGISTRATION NO 1993/002956/07) ("DRIEFONTEIN") KLOOF GOLD MINING COMPANY LIMITED (REGISTRATION NO 1964/004462/06) ("KLOOF") GFL MINING SERVICES LIMITED (REGISTRATION NO 1997/019961/06) ("GFLMS") GOLD FIELDS LIMITED (REGISTRATION NO 1968/004880/06) ("GFL") AND NEWSHELF 706 LIMITED (REGISTRATION NO 2002/031431/06) ("NEWCO") PART A 1. INTERPRETATION AND PRELIMINARY In this Agreement, clause headings appear for purposes of reference only and shall not govern, nor in any way influence, the proper interpretation of this Agreement. In this Agreement, unless the context clearly requires a different interpretation - 1.1 words importing - 1.1.1 any one gender include the other two genders; 1.1.2 the singular include the plural and vice versa; and 1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa; 1.2 the following words and phrases shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings - 1.2.1 "AFFILIATES" means in relation to any one of the Parties, an entity (whether incorporated or unincorporated) that controls, is controlled by or is under common control with such Party, whether directly or indirectly. For this purpose control means the direct or indirect beneficial or registered ownership of more than 50% of the voting interests in the entity concerned and/or the right or ability to appoint the majority of the board of directors of such entity and/or the right or ability to control, manage or influence, in law or in fact, the business and/or affairs of such entity; 1.2.2 "AGREEMENT" means this reorganisation agreement, together with Annexures "A", "B", "C", "D", "E", "F", "G", "H" and "I" thereto, constituting one indivisible agreement; 1.2.3 "ANCILLARY ASSETS" means collectively the Beatrix Ancillary Assets, the Driefontein Ancillary Assets, the Kloof Ancillary Assets, the GFLMS Ancillary Assets and the GFL Ancillary Assets; 2 1.2.4 "BEATRIX ACCOUNTS" means the financial statements of Beatrix to be prepared in respect of the Beatrix Enterprise as at the Effective Date; 1.2.5 "BEATRIX ANCILLARY ASSETS" means collectively the St Helena Hospital Shares and the St Helena Hospital Loans; 1.2.6 "BEATRIX ASSETS" means all the assets (both corporeal and incorporeal) owned by Beatrix and used or intended to be used in or in connection with, or relating to or arising out of the Beatrix Enterprise as at the Effective Date, including, but not limited to, the assets reflected in the Beatrix Accounts, the Beatrix Mining and Mineral Rights and Land, the shares listed in Annexure "A" hereto, all slimes dams, waste rock dumps, ore resources, all underground and surface infrastructure used in or in connection with the Beatrix Enterprise, the Beatrix Enterprise's metallurgical plants and tailings disposal facilities, all vehicles, all of Beatrix's right, title and interest in and to all computer hardware and software and other technology and intellectual property of every description necessary for the conduct of the Beatrix Enterprise, all information relating to the Beatrix Enterprise in whatever format and whether recorded in writing, on any electronic medium or otherwise, all stock in trade of Beatrix relating to the Beatrix Enterprise, all spares identified and allocated exclusively to the Beatrix Enterprise, all capital items forming part of any capital development program which are attributable to the Beatrix Enterprise, any and all rights which Beatrix may have in terms of the GFTS Trust, all of Beatrix's cash on hand and bank deposits, all accounts receivable and all other assets necessary for the continuation of the Beatrix Enterprise's gold mining, ore treatment, gold extraction and other gold mining operations, but excluding the Beatrix Ancillary Assets and the Beatrix Uranium Enterprise; 1.2.7 "BEATRIX CONTRACTS" means any and all contracts entered into by Beatrix in respect of or relating to the Beatrix Enterprise as at the Effective Date; 1.2.8 "BEATRIX ENTERPRISE" means the gold mining enterprise known as the Beatrix mine, as carried on by Beatrix in and upon the Beatrix Mining and Mineral Rights and Land as at the Effective Date, as a going concern, capable of separate operation, including the Beatrix Assets, the right, title and interest in and to the Beatrix Contracts and the Beatrix Liabilities; 3 1.2.9 "BEATRIX LIABILITIES" means all liabilities of Beatrix of any nature whatsoever, and howsoever arising (whether actual, contingent or prospective), relating to or arising out of the Beatrix Enterprise, including, but not limited to, the liabilities reflected in the Beatrix Accounts, whether arising during, before or after the Effective Date; 1.2.10 "BEATRIX MINING AND MINERAL RIGHTS AND LAND" means collectively the immovable property (together with those assets which are immovable and which have acceded to the relevant land), the freehold and residential properties, the surface rights permits, the real rights, the trading rights, the mineral rights and the mining leases, held or owned by Beatrix in respect of the Beatrix Enterprise, as listed in Annexure "B" hereto; 1.2.11 "BEATRIX URANIUM ENTERPRISE" means the dormant uranium mining enterprise, known as the Beisa mine, situated in and upon the Beisa mining area, held by Beisa Oryx (Proprietary) Limited in terms of a notarial mineral lease entered into with OGH, as listed in Annexure "C" hereto, including all the assets owned by Beatrix and used or intended to be used in or in connection with such uranium enterprise and all liabilities of Beatrix of any nature whatsoever, and howsoever arising, relating to or arising out of such uranium enterprise; 1.2.12 "BUSINESS DAY" means any calendar day other than a Saturday, Sunday or public holiday in the Republic of South Africa; 1.2.13 "COST CLOSE DATE" means the annual pre-determined monthly date on which costs for GFL and its Affiliates close, as set out in Annexure "D" hereto; 1.2.14 "COMPANIES ACT" means the Companies Act, Act 61 of 1973, as amended from time to time; 1.2.15 "CONDITIONS PRECEDENT" means the conditions precedent referred to in clause 3.1, read with clause 3.2; 1.2.16 "CONTIGUOUS RIGHTS" means collectively - 1.2.16.1 the mineral rights owned by GFLMS in respect of the Driefontein 4 Enterprise, as listed in Annexure "E" hereto ("the Driefontein Contiguous Rights"); 1.2.16.2 the mineral rights owned by GFLMS in respect of the Kloof Enterprise, as listed in Annexure "F" hereto ("the Kloof Contiguous Rights"); 1.2.17 "DRIEFONTEIN ACCOUNTS" means the financial statements of Driefontein to be prepared in respect of the Driefontein Enterprise as at the Effective Date; 1.2.18 "DRIEFONTEIN ANCILLARY ASSETS" means all of Driefontein's right, title and interest in and to the MJV Enterprise, comprising all of Driefontein's right, title and interest in and to the MJV Assets and the MJV Contracts, all as determined with reference to the MJV Agreement; 1.2.19 "DRIEFONTEIN ASSETS" means all the assets (both corporeal or incorporeal) owned by Driefontein and used or intended to be used in or in connection with, or relating to or arising out of the Driefontein Enterprise as at the Effective Date, including, but not limited to, the assets reflected in the Driefontein Accounts, the Driefontein Mining and Mineral Rights and Land, the shares listed in Annexure "A" hereto, all slimes dams, waste rock dumps, ore resources, all underground and surface infrastructure used in or in connection with the Driefontein Enterprise, the Driefontein Enterprise's metallurgical plants and tailings disposal facilities, all vehicles, all of Driefontein's right, title and interest in and to all computer hardware and software and other technology and intellectual property of every description necessary for the conduct of the Driefontein Enterprise, all information relating to the Driefontein Enterprise in whatever format and whether recorded in writing, on any electronic medium or otherwise, all stock in trade of Driefontein relating to the Driefontein Enterprise, all spares identified and allocated exclusively to the Driefontein Enterprise, all capital items forming part of any capital development program which are attributable to the Driefontein Enterprise, any and all rights which Driefontein may have in terms of the GFTS Trust, all of Driefontein's cash on hand and bank deposits, all accounts receivable and all other assets necessary for the continuation of the Driefontein Enterprise's gold mining, ore treatment, gold extraction and other gold mining operations, but excluding the Driefontein 5 Ancillary Assets; 1.2.20 "DRIEFONTEIN CONTRACTS" means any and all contracts entered into by Driefontein in respect of or relating to the Driefontein Enterprise as at the Effective Date; 1.2.21 "DRIEFONTEIN ENTERPRISE" means the gold mining enterprise known as the Driefontein mine, as carried on by Driefontein in and upon the Driefontein Mining and Mineral Rights and Land as at the Effective Date, as a going concern, capable of separate operation, including the Driefontein Assets, the right, title and interest in and to the Driefontein Contracts and the Driefontein Liabilities; 1.2.22 "DRIEFONTEIN LIABILITIES" means all liabilities of Driefontein of any nature whatsoever, and howsoever arising (whether actual, contingent or prospective), relating to or arising out of the Driefontein Enterprise, including, but not limited to, the liabilities reflected in the Driefontein Accounts, whether arising during, before or after the Effective Date, but excluding Driefontein's share of the MJV Liabilities as determined with reference to the MJV Agreement; 1.2.23 "DRIEFONTEIN MINING AND MINERAL RIGHTS AND LAND" means collectively the immovable property (together with those assets which are immovable and which have acceded to the relevant land), the freehold and residential properties, the surface rights permits, the real rights, the trading rights, the mineral rights and the mining leases, held or owned by Driefontein in respect of the Driefontein Enterprise, as listed in Annexure "G" hereto; 1.2.24 "EFFECTIVE DATE" means the date of the first Cost Close Date after the date of fulfilment of the last of the Conditions Precedent; 1.2.25 "GFL ACCOUNTS" means the financial statements of GFL to be prepared as at the Effective Date; 1.2.26 "GFL ANCILLARY ASSETS" means the OGH Shares and the OGH Loans; 1.2.27 "GFLMS ACCOUNTS" means the financial statements of GFLMS to be 6 prepared as at the Effective Date; 1.2.28 "GFLMS ANCILLARY ASSETS" means collectively - 1.2.28.1 the SA Service Division; 1.2.28.2 the Golden Produce Shares and the Golden Produce Loans; and 1.2.28.3 the Shared Services Shares and the Shared Services Loans; 1.2.29 "GFTS TRUST" means the "bewind" trust known as the GFTS Trust, created in terms of a trust instrument dated 9 September 1982; 1.2.30 "GOLDEN PRODUCE" means Golden Produce (Proprietary) Limited, Registration No 2001/026285/07; 1.2.31 "GOLDEN PRODUCE LOANS" means any claims of whatsoever nature and howsoever arising held by GFLMS against Golden Produce as at the Effective Date; 1.2.32 "GOLDEN PRODUCE SHARES" means the 500 ordinary shares with a par value of R1,00 (one Rand) each held by GFLMS in the issued share capital of Golden Produce, comprising 100% of the issued share capital of Golden Produce as at the Effective Date; 1.2.33 "INCOME TAX ACT" means the Income Tax Act, Act 58 of 1962, as amended from time to time; 1.2.34 "KLOOF ACCOUNTS" means the financial statements of Kloof to be prepared in respect of the Kloof Enterprise as at the Effective Date; 1.2.35 "KLOOF ANCILLARY ASSETS" means all of Kloof's right, title and interest in and to the MJV Enterprise, comprising all of Kloof's right, title and interest in and to the MJV Assets and the MJV Contracts, all as determined with reference to the MJV Agreement; 1.2.36 "KLOOF ASSETS" means all the assets (both corporeal or incorporeal) owned 7 by Kloof and used or intended to be used in or in connection with, or relating to or arising out of the Kloof Enterprise as at the Effective Date, including, but not limited to, the assets reflected in the Kloof Accounts, the Kloof Mining and Mineral Rights and Land, the shares listed in Annexure "A" hereto, all slimes dams, waste rock dumps, ore resources, all underground and surface infrastructure used in or in connection with the Kloof Enterprise, the Kloof Enterprise's metallurgical plants and tailings disposal facilities, all vehicles, all of Kloof's right, title and interest in and to all computer hardware and software and other technology and intellectual property of every description necessary for the conduct of the Kloof Enterprise, all information relating to the Kloof Enterprise in whatever format and whether recorded in writing, on any electronic medium or otherwise, all stock in trade of Kloof relating to the Kloof Enterprise, all spares identified and allocated exclusively to the Kloof Enterprise, all capital items forming part of any capital development program which are attributable to the Kloof Enterprise, any and all rights which Kloof may have in terms of the GFTS Trust, all of Kloof's cash on hand and bank deposits, all accounts receivable and all other assets necessary for the continuation of the Kloof Enterprise's gold mining, ore treatment, gold extraction and other gold mining operations, but excluding the Kloof Ancillary Assets; 1.2.37 "KLOOF CONTRACTS" means any and all contracts entered into by Kloof in respect of or relating to the Kloof Enterprise as at the Effective Date; 1.2.38 "KLOOF ENTERPRISE" means the gold mining enterprise known as the Kloof mine, as carried on by Kloof in and upon the Kloof Mining and Mineral Rights and Land as at the Effective Date, as a going concern, capable of separate operation, including the Kloof Assets, the right, title and interest in and to the Kloof Contracts and the Kloof Liabilities; 1.2.39 "KLOOF LIABILITIES" means all liabilities of Kloof of any nature whatsoever, and howsoever arising (whether actual, contingent or prospective), relating to or arising out of the Kloof Enterprise, including, but not limited to, the liabilities reflected in the Kloof Accounts, whether arising during, before or after the Effective Date, but excluding Kloof's share of the MJV Liabilities as determined with reference to the MJV Agreement; 8 1.2.40 "KLOOF MINING AND MINERAL RIGHTS AND LAND" means collectively the immovable property (together with those assets which are immovable and which have acceded to the relevant land), the freehold and residential properties, the surface rights permits, the real rights, the trading rights, the mineral rights and the mining leases, held or owned by Kloof in respect of the Kloof Enterprise, as listed in Annexure "H" hereto; 1.2.41 "MINERALS ACT" means the Minerals Act, Act 50 of 1991, as amended from time to time; 1.2.42 "MJV" means the Medgold Joint Venture (trading as Gold Fields Health Services), which joint venture was constituted by Driefontein and Kloof in terms of the MJV Agreement, and is represented by Driefontein and Kloof for all purposes under this Agreement; 1.2.43 "MJV ACCOUNTS" means the financial statements of the MJV to be prepared in respect of the MJV Enterprise as at the Effective Date; 1.2.44 "MJV AGREEMENT" means the joint venture agreement concluded between Kloof and Driefontein dated 8 January 2000, as amended from time to time; 1.2.45 "MJV ASSETS" means all the assets (both corporeal or incorporeal) used or intended to be used in or in connection with, or relating to or arising out of the MJV Enterprise as at the Effective Date, including, but not limited to, the assets reflected in the MJV Accounts, the Leslie Williams Hospital, all dressing stations, clinics and other medical facilities located on the Driefontein Mining and Mineral Rights and Land and the Kloof Mining and Mineral Rights and Land and all equipment used in such hospital, stations, clinics and facilities, all vehicles, all of the MJV's right, title and interest in and to all computer hardware and software and other technology and intellectual property of every description necessary for the conduct of the MJV Enterprise, all information relating to the MJV Enterprise in whatever format and whether recorded in writing, on any electronic medium or otherwise, all stock in trade of the MJV relating to the MJV Enterprise, all capital items forming part of any capital development program which are attributable to the MJV Enterprise, all other assets necessary for the continuation of the MJV Enterprise's medical and health care enterprise; 9 1.2.46 "MJV CONTRACTS" means any and all contracts entered into by the MJV in respect of or relating to the MJV Enterprise as at the Effective Date; 1.2.47 "MJV ENTERPRISE" means the medical and health care enterprise known as Gold Fields Health Services, as carried on by the MJV as at the Effective Date, as a going concern, capable of separate operation, including the MJV Assets, the right, title and interest in and to the MJV Contracts and the MJV Liabilities; 1.2.48 "MJV LIABILITIES" means all liabilities of the MJV of any nature whatsoever, and howsoever arising (whether actual, contingent or prospective), relating to or arising out of the MJV Enterprise, including, but not limited to, the liabilities reflected in the MJV Accounts, whether arising during, before or after the Effective Date; 1.2.49 "NEW ACT" means the Mineral and Petroleum Resources Development Act, Act 28 of 2002, as amended from time to time; 1.2.50 "OGH" means Oryx Gold Holdings Limited, Registration No 1969/001900/06; 1.2.51 "OGH LOANS" means any claims of whatsoever nature and howsoever arising held by GFL against OGH as at the Effective Date; 1.2.52 "OGH SHARES" means the 244 311 285 ordinary shares of no par value each held by GFL in the issued share capital of OGH, comprising 100% of the issued share capital of OGH as at the Effective Date; 1.2.53 "PARTIES" means each of Beatrix, Kloof, Driefontein, GFLMS, GFL and Newco. "Party" shall mean Beatrix, Kloof, Driefontein, GFLMS, GFL or Newco, as the case may be; 1.2.54 "PRESCRIBED RATE" means a market-related interest rate as determined by an investment bank to be agreed between the Parties, and failing agreement between them on the identity of such investment bank within 10 (ten) Business Days from the Effective Date, then an investment bank appointed by the Chief Executive for the time being of the South African Institute of Chartered Accountants, acting as an expert and not as an arbitrator and 10 whose determination shall be final and binding on the Parties; 1.2.55 "REGISTRABLE ASSETS" means those assets forming part of the Beatrix Assets, the Driefontein Assets, the Kloof Assets, the Contiguous Rights or the Ancillary Assets, the ownership of which or rights to which are registered or are capable of registration in any deeds office or mining title office; 1.2.56 "SA SERVICE DIVISION" means the divisions of GFLMS, as set out in Annexure "I" hereto, that exclusively and directly relate and provide services to the Beatrix Enterprise, the Driefontein Enterprise and the Kloof Enterprise together with assets and business operations which are integral to these enterprises, which divisions are carried on by GFLMS as at the Effective Date, as a going concern, capable of separate operation, including the SA Service Division Assets and the SA Service Division Liabilities; 1.2.57 "SA SERVICE DIVISION ASSETS" means all the assets (both corporeal or incorporeal) used or intended to be used in or in connection with, or relating to or arising out of the SA Service Division as at the Effective Date; 1.2.58 "SA SERVICE DIVISION EMPLOYEES" means all employees of GFLMS who are employed exclusively and directly in respect of the SA Service Division, including MJ Prinsloo and BA Kluckow, but specifically excluding MJ Adan; 1.2.59 "SA SERVICE DIVISION LIABILITIES" means all liabilities of GFLMS of any nature whatsoever, and howsoever arising (whether actual, contingent or prospective), relating to or arising out of the SA Service Division, whether arising during, before or after the Effective Date; 1.2.60 "SECURITY" means Gold Fields Security Limited, Registration No 1969/010157/06; 1.2.61 "SECURITY LOANS" means any claims of whatsoever nature and howsoever arising held by GFL against Security as at the Effective Date; 1.2.62 "SECURITY SHARES" means the 30 000 ordinary shares with a par value of R1,00 (one Rand) each held by GFL in the issued share capital of Security, comprising 100% of the issued share capital of Security as at the Effective 11 Date; 1.2.63 "SHARED SERVICES" means Gold Fields Shared Services (Proprietary) Limited, Registration No 2002/020775/07; 1.2.64 "SHARED SERVICES LOANS" means any claims of whatsoever nature and howsoever arising held by GFLMS against Shared Services as at the Effective Date; 1.2.65 "SHARED SERVICES SHARES" means the 1 000 ordinary shares with a par value of R1,00 (one Rand) each held by GFLMS in the issued share capital of Shared Services, comprising 100% of the issued share capital of Shared Services as at the Effective Date; 1.2.66 "ST HELENA HOSPITAL" means St Helena Hospital (Proprietary) Limited, Registration No 1993/002954/07; 1.2.67 "ST HELENA HOSPITAL LOANS" means any claims of whatsoever nature and howsoever arising held by Beatrix against St Helena Hospital as at the Effective Date; 1.2.68 "ST HELENA HOSPITAL SHARES" means the 1 000 ordinary shares with a par value of R1,00 (one Rand) each held by Beatrix in the issued share capital of St Helena Hospital, comprising 100% of the issued share capital of St Helena Hospital as at the Effective Date; 1.2.69 "VAT ACT" means the Value Added Tax Act, Act 89 of 1991, as amended from time to time; 1.3 any reference in this Agreement to "date of signature hereof" shall be read as meaning a reference to the date of signature of this Agreement by the Party signing last in time; 1.4 any reference to an enactment is to that enactment as at the date of signature hereof and as amended or re-enacted from time to time; 1.5 if any provision in a definition is a substantive provision conferring rights or imposing 12 obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement; 1.6 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day; 1.7 where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail; 1.8 expressions defined in this Agreement shall bear the same meanings in the Annexures to this Agreement, which do not themselves contain their own definitions; 1.9 where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that the term has not been defined in this interpretation clause; 1.10 the eiusdem generis rule shall not apply and whenever a term is followed by the word "including" which is then followed by specific examples, such examples shall not be construed so as to limit the meaning of that term; 1.11 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. 2. INTRODUCTION 2.1 It is recorded that on the date of signature hereof - 2.1.1 Newco is a wholly owned subsidiary of GFL; 2.1.2 Newco is a dormant shelf company having no significant assets or liabilities. 13 2.2 The Parties wish to record the terms and conditions subject to which - 2.2.1 GFL will dispose of the Security Shares and the Security Loans to Newco; 2.2.2 Beatrix will dispose of the Beatrix Enterprise to Newco as a going concern; 2.2.3 Driefontein will dispose of the Driefontein Enterprise to Newco as a going concern; 2.2.4 Kloof will dispose of the Kloof Enterprise to Newco as a going concern; 2.2.5 GFLMS will dispose of the Contiguous Rights to Newco; 2.2.6 Beatrix, Driefontein, Kloof, and GFLMS will each dispose of the Ancillary Assets to Newco; 2.2.7 GFL will dispose of the GFL Ancillary Assets to Beatrix; with effect from the Effective Date in terms of Sections 43 and 45 of the Income Tax Act and Section 11(1)(e) of the VAT Act. 3. CONDITIONS PRECEDENT 3.1 Parts B, C, D, E, F and G of this Agreement are subject to the fulfilment of either (i) the conditions precedent referred to in this clause 3.1 or, (ii) if the New Act becomes effective prior to each of the conditions precedent in sub-clauses 3.1.2 to 3.1.6 (inclusive) having been fulfilled in accordance with the provisions thereof, the conditions precedent referred to in sub-clauses 3.1.1, 3.1.7, 3.1.8, 3.1.9, 3.1.10 and the provisions of clause 3.2 - 3.1.1 the approval, to the extent required, of the transactions contemplated in this Agreement in terms of the Competition Act, Act 89 of 1998; 3.1.2 the Minister of Minerals and Energy consenting to - 3.1.2.1 the cession by each of Beatrix, Driefontein and Kloof of their mining leases to Newco, upon terms and conditions that are consistent with 14 the provisions of this Agreement; 3.1.2.2 the granting by each of Beatrix, Driefontein and Kloof, as holders of the mining leases referred to in sub-clause 3.1.2.1, of a consent in terms of section 9(1)(b) of the Minerals Act (as read with section 47(1)(e) of the Minerals Act) to Newco to obtain the mining authorisation referred to in sub-clause 3.1.5; 3.1.3 Newco submitting a written acceptance, in a format and on terms acceptable to each of Beatrix, Driefontein and Kloof, of all the outstanding mining rehabilitation obligations of Beatrix, Driefontein and Kloof in respect of the Beatrix Enterprise, the Driefontein Enterprise and the Kloof Enterprise to the relevant Director: Mineral Development - Department of Minerals and Energy; 3.1.4 Newco submitting to the relevant Director: Mineral Development - Department of Minerals and Energy, a written undertaking, acceptable to each of Beatrix, Driefontein and Kloof, to contribute towards the Gold Fields Environmental Trust Fund, which trust fund has been established in accordance with the relevant provisions of the Income Tax Act, in an amount to be agreed for the eventual closing of each of the Beatrix Enterprise, the Driefontein Enterprise and the Kloof Enterprise; 3.1.5 the granting by the relevant Director: Mineral Development of mining authorisations (or temporary authorisations to mine) in terms of the Minerals Act to Newco in respect of the Beatrix Enterprise, the Driefontein Enterprise and the Kloof Enterprise (provided that such authorisations are recognised as old order mining rights in terms of the New Act) on the basis that the existing, approved environmental management programmes in respect of the Beatrix Enterprise, the Driefontein Enterprise and the Kloof Enterprise would be adopted by Newco; 3.1.6 the obtaining by Newco of a letter from the relevant Director: Mineral Development, that the conditions referred to in sub-clauses 3.1.2 to 3.1.5 have been accepted or granted, as the case may be; 15 3.1.7 the obtaining by or transfer to Newco, to the extent required, of the necessary licenses, authorisations and/or permissions - 3.1.7.1 in terms of the National Nuclear Regulator Act, Act 47 of 1999; 3.1.7.2 in terms of the National Water Act, Act 36 of 1998; and 3.1.7.3 in terms of the Atmospheric Pollution Prevention Act, Act 45 of 1965; in respect of each of the Beatrix Enterprise, the Driefontein Enterprise and the Kloof Enterprise; 3.1.8 the obtaining of confirmation from the South African Revenue Service that the disposals and distributions contemplated in this Agreement fall within the ambit of Sections 43 and 45 of the Income Tax Act and Section 11(1)(e) of the VAT Act; 3.1.9 consents being obtained from third parties in respect of any of the transfers contemplated in this Agreement, including, but not limited to, the cession of rights and the delegation of obligations by each of Beatrix, Driefontein and Kloof under any material contracts included in the Beatrix Contracts, the Driefontein Contracts, the Kloof Contracts and the MJV Contracts to Newco as well as consents and waivers being obtained from third party lenders in respect of loan note and revolving facility agreements and credit facility agreements entered into by GFL and its Affiliates; and 3.1.10 the obtaining of board approval and shareholder approval, to the extent required, by the respective Parties to implement this Agreement in accordance with its terms. 3.2 If it comes to the knowledge of the Parties that the New Act will come into effect prior to each of the Conditions Precedent in sub-clauses 3.1.2 to 3.1.5 (inclusive) having been fulfilled in accordance with the provisions thereof, then each of Beatrix, Driefontein and Kloof shall - 3.2.1 prior to the New Act becoming effective, withdraw - 16 3.2.1.1 the applications for the Ministerial consent and the granting of the mining authorisations referred to in sub-clauses 3.1.2 and 3.1.5 respectively; and 3.2.1.2 the submissions referred to in sub-clauses 3.1.3 and 3.1.4 respectively; 3.2.2 forthwith upon the New Act becoming effective - 3.2.2.1 simultaneously apply for - 3.2.2.1.1 the conversion of its old order mining rights to mining rights in terms of the New Act; and 3.2.2.1.2 Ministerial consent to transfer such converted mining rights to Newco; 3.2.2.2 upon receipt of the required Ministerial consent, transfer the converted mining rights to Newco; subject to and in accordance with the provisions of the New Act. 3.3 Immediately upon the fulfilment of the Condition Precedent referred to in sub-clause 3.1.2.2, each of Beatrix, Driefontein and Kloof undertakes to furnish a consent in terms of section 9(1)(b) of the Minerals Act (as read with section 47(1)(e) of the Minerals Act) to Newco to enable Newco to obtain the mining authorisations referred to in sub-clause 3.1.5. 3.4 The Parties shall use their respective reasonable commercial endeavours to procure the fulfilment of the Conditions Precedent. 17 PART B 4. GOLD FIELDS SECURITY 4.1 SALE AND CESSION As one indivisible transaction - 4.1.1 GFL hereby sells to Newco, which hereby purchases from GFL, the Security Shares; and 4.1.2 GFL hereby cedes to Newco, which hereby accepts such cession from GFL, all of its right, title and interest in and to the Security Loans; with effect from the Effective Date, subject to the terms and conditions set out in this Agreement. 4.2 CONSIDERATION AND SETTLEMENT 4.2.1 The consideration payable by Newco to GFL in respect of the Security Shares and the Security Loans shall be an amount equal to the book value of the Security Shares and the Security Loans as reflected in the GFL Accounts ("the Security Consideration"). The Security Consideration shall be allocated as follows - 4.2.1.1 in respect of the Security Loans, an amount equal to the face value thereof as reflected in the GFL Accounts; and 4.2.1.2 in respect of the Security Shares, an amount equal to the balance of the Security Consideration. 4.2.2 The Security Consideration shall be settled on the Effective Date by way of Newco issuing new Newco ordinary shares to the value of the Security Consideration to GFL. 4.2.3 GFL shall procure the preparation of the GFL Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the 18 Effective Date. 4.3 CLOSING 4.3.1 On the Effective Date, GFL shall deliver to Newco, against compliance by Newco of its obligations in terms of clause 4.2, the share certificates in respect of the Security Shares together with transfer forms in respect thereof duly completed and signed by GFL in accordance with the articles of association of Security, but blank as to transferee. 4.3.2 Notwithstanding the date of signature hereof, but subject to the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the Security Shares and the Security Loans shall pass to Newco with effect from the Effective Date. 4.4 REPRESENTATIONS AND WARRANTIES GFL represents and warrants that as at the date of signature hereof, the Security Shares and the Security Loans are beneficially owned by it, that no third party has any existing or future right (including any option or right of first refusal) to acquire any of them and that it is entitled and able to dispose of them. GFL shall be deemed to have repeated each such representation and warranty as at the Effective Date. 4.5 INDEMNITY Newco shall, with effect from the Effective Date, indemnify and hold GFL and each of its Affiliates and its and their respective directors, employees and officers harmless from and against any and all claims, losses, damages or expenses of whatsoever nature or howsoever arising which GFL or any of its Affiliates or its or their respective directors, employees or officers may suffer or incur as a result of any act or omission of Security before or after the Effective Date. 19 PART C 5. THE BEATRIX ENTERPRISE 5.1 SALE AND PURCHASE 5.1.1 Beatrix hereby sells to Newco, which hereby purchases from Beatrix, the Beatrix Enterprise as a going concern with effect from the Effective Date. 5.1.2 Notwithstanding the date of signature hereof, but subject to the provisions of clauses 5.5 and 5.7 and the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the Beatrix Enterprise shall pass to Newco with effect from the Effective Date. 5.2 BEATRIX PURCHASE CONSIDERATION The purchase consideration payable by Newco to Beatrix in respect of the Beatrix Enterprise ("the Beatrix Purchase Consideration") shall be an amount equal to the book value of the Beatrix Assets (as reflected in the Beatrix Accounts) less the book value of the Beatrix Liabilities (as reflected in the Beatrix Accounts). GFL and Beatrix shall procure the preparation of the Beatrix Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date. 5.3 SETTLEMENT OF THE BEATRIX PURCHASE CONSIDERATION The Beatrix Purchase Consideration shall be settled on the Effective Date by means of crediting a special Beatrix loan account against Newco in the name of Beatrix in the books of Newco in an amount equal to the Beatrix Purchase Consideration, which loan account shall be subject to the following terms and conditions - 5.3.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 5.3.2 the interest shall, unless otherwise agreed between Newco and Beatrix, be calculated and payable 6 (six) monthly in arrears; 20 5.3.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between Beatrix and Newco) written notice by either Beatrix or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 5.3.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 5.3.3.2 Newco making a compromise offer in general to its creditors. 5.4 BEATRIX LIABILITIES 5.4.1 Newco shall, with effect from the Effective Date, assume responsibility and liability for the due and proper discharge of the Beatrix Liabilities and, accordingly, Newco hereby indemnifies and holds Beatrix harmless from and against any and all claims, loss, damage or expenses of whatsoever nature or howsoever arising which Beatrix may suffer or incur in respect of the Beatrix Liabilities, irrespective of whether such liabilities were reflected in the Beatrix Accounts or not. 5.4.2 In respect of the Beatrix Enterprise and in respect of all of the properties which are the subject of the Beatrix Mining and Mineral Rights and Land, Newco shall, with effect from the Effective Date and notwithstanding the date on which the liability arose or arises, be responsible and liable for, and for the costs of, restoration, anti-pollution measures, making safe, rehabilitation, compliance with the terms of any rehabilitation plans and/or programmes approved by the Principal Inspector and/or Director : Mineral Development, both of the Department of Minerals and Energy, anti-flooding measures, the obtaining of a closure/clearance certificate in terms of Regulation 2.11 and Section 12 of the Minerals Act; and generally, compliance with all regulations made in terms of or in force in terms of the Minerals Act, the Water Act, the Atmospheric Pollution Prevention Act, or any other applicable legislation or regulation which may be in force now or in the future, all as amended or substituted from time to time, and with all lawful directives of state officials in terms thereof. 21 5.4.3 Newco hereby indemnifies and holds Beatrix harmless from and against (and in respect of itself, waives) any claim for injury, death, loss, damage, pollution, rehabilitation, restoration, flooding, anti-flooding measures or de-watering, or costs relating to any of the foregoing, in any respect whatsoever which any third party or Newco itself might make against Beatrix arising directly, indirectly or consequentially (on a sine qua non test) out of any act or omission relating to the activities of Newco (or any previous activities of Beatrix) in respect of the Beatrix Enterprise (including any of the activities referred to in clause 5.4.2) and undertakes to make good any such claims which Beatrix might itself have against Newco, on demand. 5.4.4 Newco shall be obliged, after the Effective Date, to continue to manage, monitor and control the water seepage quality in respect of all the areas which are the subject of the Beatrix Mining and Mineral Rights and Land and Beatrix shall have the right to request details of Newco's management plans and actions in regard to any water leakage, including the right to request the results of all water quality tests. Newco undertakes to comply with any such request promptly upon receipt thereof. 5.4.5 Newco shall assume all liability and responsibility for all existing and past prospecting and/or mining operations conducted by Beatrix on the Beatrix Mining and Mineral Rights and Land and hence the obligations, indemnity, waiver and undertaking in clauses 5.4.2 and 5.4.3 shall, mutatis mutandis, apply to all such prior activities. 5.4.6 The provisions of this clause 5.4 shall enure to the benefit of Beatrix, its successors-in-title and assigns thereto, and shall be binding on Newco, and shall accordingly not be merely personal to Beatrix and to Newco but shall remain binding on successors-in-title and permitted assigns notwithstanding any cession and assignment hereof. 5.4.7 It is recorded that Beatrix has contributed funds to the Gold Fields Environmental Trust Fund ("the Fund") for the rehabilitation of the Beatrix Enterprise. The amounts contributed by Beatrix to the Fund shall continue to be held and administered by the Fund, in accordance with its rules, for the benefit of the Beatrix Enterprise. Beatrix and Newco shall procure that, with effect from the Effective Date, all amounts standing to the credit of Beatrix in 22 respect of the Beatrix Enterprise in the Fund, shall stand to the credit of Newco in respect of the Beatrix Enterprise. Should Beatrix receive any amount from the Fund after the Effective Date, Beatrix shall pay such amount to Newco. With effect from the Effective Date, Beatrix shall only act in respect of the Fund in accordance with the instructions of Newco. 5.5 DELIVERY 5.5.1 Beatrix shall, forthwith after the Effective Date, and against the crediting of the loan account referred to in clause 5.3, procure the drafting, notarial execution and registration of notarial deeds of cession of mining and mineral rights and deeds of transfer in respect of the Registrable Assets of Beatrix in a format and containing terms acceptable to Newco. Such notarial deeds of cession shall be bilateral and shall include all terms, conditions, provisions and ancillary rights and obligations mentioned or referred to in the present titles and applicable to the rights being ceded or transferred. Newco undertakes to do all such acts and sign all such documents as may be necessary or incidental to complete, execute and register such documents. 5.5.2 The drafting, execution and registration of the notarial deeds of cession and of the deeds of transfer referred to in clause 5.5.1 shall be attended to by the notaries public and conveyancers of Beatrix. Newco shall pay all costs relating to the transfer of the Registrable Assets of Beatrix into the name of Newco. 5.5.3 On the Effective Date - 5.5.3.1 Beatrix shall deliver the books and records of the Beatrix Enterprise then in its possession to Newco, PROVIDED THAT Beatrix and its authorised representatives shall be entitled to have access to and make copies of such books and records to the extent reasonably and necessarily required by Beatrix, inter alia, to enable it to prepare its annual financial statements; 5.5.3.2 the delivery of all of the Beatrix Assets that are capable of physical delivery shall be deemed to have taken place by Beatrix constructively delivering them to Newco; 23 5.5.3.3 the delivery of all tailings forming part of the Beatrix Assets shall be deemed to be delivered by way of traditio longa manu; 5.5.3.4 Beatrix shall be deemed to have ceded to Newco, which shall be deemed to have accepted, all the Beatrix Assets which are not capable of physical delivery or delivery by registration; 5.5.3.5 Beatrix shall deliver to Newco such documents, duly completed, as may be necessary to cede and assign to Newco all of its rights and obligations to the Beatrix Contracts and to vest ownership in and to the Beatrix Assets not otherwise dealt with in this clause 5.5. 5.5.4 Should it not be possible for Beatrix to transfer any or all of its Registrable Assets ("the Beatrix Affected Assets") to Newco, in accordance with the provisions of this clause 5.5, as a result of the New Act or any other applicable legislation becoming effective after the date of signature hereof, the Beatrix Affected Assets will be excluded from the ambit of this Agreement without prejudice to the remaining scope, provisions and intent. 5.6 THE BEATRIX CONTRACTS 5.6.1 Beatrix hereby cedes and assigns all of its right, title and interest and delegates all of its obligations in, to and under the Beatrix Contracts to Newco, which accepts such cession and assumes such obligations with effect from the Effective Date. 5.6.2 Newco will ensure that all of the Beatrix Contracts will be fully complied with by Newco at its cost. 5.6.3 Newco hereby indemnifies and holds Beatrix harmless from and against all and any claims, losses, damage or expenses of whatsoever nature and howsoever arising under any of the Beatrix Contracts which Beatrix may suffer or incur as a result of any act or omission of Newco in respect of such Beatrix Contract. 5.6.4 Beatrix undertakes to use reasonable commercial endeavours to procure the consent of all third parties (to the extent such consents are required) to the 24 Beatrix Contracts to the cession and assignment of such Beatrix Contracts to Newco, with effect from the Effective Date. 5.6.5 Should any such third party fail or refuse to give its consent as aforesaid where such consent is a requirement for such cession and assignment, Beatrix will continue to exercise the rights and fulfil the obligations under such Beatrix Contract as trustee for the benefit of Newco and in accordance with Newco's instructions on the basis that Newco hereby indemnifies Beatrix and holds it harmless from and against all and any claims, losses, damages or expenses of whatsoever nature and howsoever arising which Beatrix may suffer or incur as a consequence. 5.6.6 Should it not be possible for the Parties to implement the provisions of clause 5.6.5 for any reason, the Parties shall forthwith meet and in good faith endeavour to agree an alternative solution which will achieve the same or substantially the same result. 5.7 IMPLEMENTATION 5.7.1 With effect from the Effective Date - 5.7.1.1 Newco shall be entitled to exercise all common law and statutory rights in respect of, flowing from or attaching to the Beatrix Enterprise; 5.7.1.2 liability for compliance with all obligations and for payment of all monies in terms of or in respect of the conduct of the Beatrix Enterprise, including, but not limited to, rates, taxes, levies, imposts and monies in terms of applicable legislation, shall pass to Newco and Newco hereby undertakes forthwith on written demand by Beatrix to refund to Beatrix all such monies disbursed by Beatrix after the Effective Date or in respect of any period after the Effective Date; 5.7.1.3 ownership and possession of the Beatrix Enterprise, other than in respect of the Registrable Assets of Beatrix, shall pass to Newco; 5.7.1.4 risk in and to and the benefit of the Beatrix Enterprise shall pass to 25 Newco; 5.7.1.5 Newco shall assume all liability for the Beatrix Liabilities. 5.7.2 Ownership in and to the Registrable Assets of Beatrix shall pass to Newco on registration of the necessary transfer documents in the appropriate deeds registry into the name of Newco. 5.8 EMPLOYEES 5.8.1 Newco undertakes, having regard to the provisions of Section 197(2) of the Labour Relations Act, Act 66 of 1995, to employ, with effect from the Effective Date and upon terms and conditions of employment which are the same as those enjoyed by such employees with Beatrix as at the Effective Date, those of the Beatrix employees who are employed in the conduct of the Beatrix Enterprise as at the Effective Date. In this regard, Newco assumes responsibility for all liabilities arising out of the employment by Beatrix, prior to the Effective Date, of such employees as well as of previous employees of Beatrix who were, during the course of their employment by Beatrix, engaged in the conduct of the Beatrix Enterprise (collectively "Affected Employees"). 5.8.2 The liability for payment of all amounts of any nature whatsoever in respect of benefits due to the Affected Employees for past employment benefits, accumulated leave and the like shall be assumed by Newco with effect from the Effective Date. 5.8.3 Newco indemnifies and holds Beatrix harmless from and against all claims of whatsoever nature made against Beatrix and costs incurred by Beatrix in respect of any liability referred to in this clause 5.8 in respect of the Affected Employees, including all costs which may be awarded against Beatrix in respect of any such demand, claim, action or other legal proceedings. Payment to Beatrix by Newco shall be on demand. 5.8.4 Beatrix shall notify Newco of any claim which may be made against Beatrix in respect of any of the matters referred to in clause 5.8.3 within a reasonable time of Beatrix becoming aware thereof, to enable Newco to take 26 steps to contest such claim. 5.8.5 Newco shall be entitled to contest the claim concerned in the name of Beatrix and shall be entitled to control the proceedings in regard thereto, PROVIDED THAT Newco's indemnity in favour of Beatrix as set out in clause 5.8.3 remains of full force and effect. 5.8.6 It is recorded that the Beatrix employees derive their retirement and medical benefits from their individual membership of various retirement funds and medical schemes, and as membership of such funds and schemes shall continue on the same terms and conditions, it is not necessary for Beatrix to provide for the transfer of any employees to any other fund or scheme. To the extent necessary, Newco indemnifies and holds Beatrix harmless from and against any and all claims made by any Affected Employee in respect of retirement and medical benefits. 5.8.7 It is recorded that Beatrix's net liability in respect of accrued annual leave, accrued holiday leave allowances, long service awards, accumulated bonus pay and all other payments that have accrued to the Affected Employees but have not been paid to such Affected Employees, will be provided for and reflected in the Beatrix Accounts. 5.8.8 With effect from the Effective Date, Newco shall - 5.8.8.1 assume liability to the Affected Employees in respect of the liabilities referred to in clause 5.8.7; 5.8.8.2 be liable for the payment of all severance costs (inclusive of notice pay) incurred in respect of retrenchments carried out prior to or after the Effective Date in relation to any Affected Employee; 5.8.8.3 assume liability in respect of all employee related liabilities in respect of the dismissal of an Affected Employee or the commission of an unfair labour practice or act of unfair discrimination, the cause of action of which arises prior to or after the Effective Date. 27 5.8.9 Newco hereby indemnifies Beatrix and holds it harmless from and against any and all claims, losses, damages or expenses of whatsoever nature and howsoever arising which Beatrix may suffer or incur as a result of the liabilities referred to in clause 5.8.8. 5.9 SALE VOETSTOOTS Subject to clause 5.11, the sale of the Beatrix Enterprise pursuant to this Agreement is and shall be voetstoots and subject to all rights, obligations, terms and conditions applicable thereto and to existing conditions of title (whether registered or not). 5.10 INSOLVENCY ACT ADVERTISEMENT The Parties agree that the sale of the Beatrix Enterprise pursuant to this Agreement shall not be published as contemplated in Section 34 of the Insolvency Act, 1936. 5.11 REPRESENTATIONS AND WARRANTIES Beatrix represents and warrants that as at the date of signature hereof - 5.11.1 the Beatrix Enterprise is beneficially owned by it; 5.11.2 it is entitled and able to dispose of the Beatrix Enterprise; and 5.11.3 no third party has any existing or future right (including any option or right of first refusal) to acquire the Beatrix Enterprise. Beatrix shall be deemed to have repeated each such representation and warranty as at the Effective Date. 28 PART D 6. THE DRIEFONTEIN ENTERPRISE 6.1 SALE AND PURCHASE 6.1.1 Driefontein hereby sells to Newco, which hereby purchases from Driefontein, the Driefontein Enterprise as a going concern with effect from the Effective Date. 6.1.2 Notwithstanding the date of signature hereof, but subject to the provisions of clauses 6.5 and 6.7 and the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the Driefontein Enterprise shall pass to Newco with effect from the Effective Date. 6.2 DRIEFONTEIN PURCHASE CONSIDERATION The purchase consideration payable by Newco to Driefontein in respect of the Driefontein Enterprise ("the Driefontein Purchase Consideration") shall be an amount equal to the book value of the Driefontein Assets (as reflected in the Driefontein Accounts) less the book value of the Driefontein Liabilities (as reflected in the Driefontein Accounts). GFL and Driefontein shall procure the preparation of the Driefontein Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date. 6.3 SETTLEMENT OF THE DRIEFONTEIN PURCHASE CONSIDERATION The Driefontein Purchase Consideration shall be settled on the Effective Date by means of crediting a special Driefontein loan account against Newco in the name of Driefontein in the books of Newco in an amount equal to the Driefontein Purchase Consideration, which loan account shall be subject to the following terms and conditions - 6.3.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 29 6.3.2 the interest shall, unless otherwise agreed between Newco and Driefontein, be calculated and payable 6 (six) monthly in arrears; 6.3.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between Driefontein and Newco) written notice by either Driefontein or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 6.3.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 6.3.3.2 Newco making a compromise offer in general to its creditors. 6.4 DRIEFONTEIN LIABILITIES 6.4.1 Newco shall, with effect from the Effective Date, assume responsibility and liability for the due and proper discharge of the Driefontein Liabilities and, accordingly, Newco hereby indemnifies and holds Driefontein harmless from and against any and all claims, loss, damage or expenses of whatsoever nature or howsoever arising which Driefontein may suffer or incur in respect of the Driefontein Liabilities, irrespective of whether such liabilities were reflected in the Driefontein Accounts or not. 6.4.2 In respect of the Driefontein Enterprise and in respect of all of the properties which are the subject of the Driefontein Mining and Mineral Rights and Land, Newco shall, with effect from the Effective Date and notwithstanding the date on which the liability arose or arises, be responsible and liable for, and for the costs of, restoration, anti-pollution measures, making safe, rehabilitation, compliance with the terms of any rehabilitation plans and/or programmes approved by the Principal Inspector and/or Director : Mineral Development, both of the Department of Minerals and Energy, anti-flooding measures, the obtaining of a closure/clearance certificate in terms of Regulation 2.11 and Section 12 of the Minerals Act; and generally, compliance with all regulations made in terms of or in force in terms of the Minerals Act, the Water Act, the Atmospheric Pollution Prevention Act, or 30 any other applicable legislation or regulation which may be in force now or in the future, all as amended or substituted from time to time, and with all lawful directives of state officials in terms thereof. 6.4.3 Newco hereby indemnifies and holds Driefontein harmless from and against (and in respect of itself, waives) any claim for injury, death, loss, damage, pollution, rehabilitation, restoration, flooding, anti-flooding measures or de-watering, or costs relating to any of the foregoing, in any respect whatsoever which any third party or Newco itself might make against Driefontein arising directly, indirectly or consequentially (on a sine qua non test) out of any act or omission relating to the activities of Newco (or any previous activities of Driefontein) in respect of the Driefontein Enterprise (including any of the activities referred to in clause 6.4.2) and undertakes to make good any such claims which Driefontein might itself have against Newco, on demand. 6.4.4 Newco shall be obliged, after the Effective Date, to continue to manage, monitor and control the water seepage quality in respect of all the areas which are the subject of the Driefontein Mining and Mineral Rights and Land and Driefontein shall have the right to request details of Newco's management plans and actions in regard to any water leakage, including the right to request the results of all water quality tests. Newco undertakes to comply with any such request promptly upon receipt thereof. 6.4.5 Newco shall assume all liability and responsibility for all existing and past prospecting and/or mining operations conducted by Driefontein on the Driefontein Mining and Mineral Rights and Land and hence the obligations, indemnity, waiver and undertaking in clauses 6.4.2 and 6.4.3 shall, mutatis mutandis, apply to all such prior activities. 6.4.6 The provisions of this clause 6.4 shall enure to the benefit of Driefontein, its successors-in-title and assigns thereto, and shall be binding on Newco, and shall accordingly not be merely personal to Driefontein and to Newco but shall remain binding on successors-in-title and permitted assigns notwithstanding any cession and assignment hereof. 6.4.7 It is recorded that Driefontein has contributed funds to the Gold Fields Environmental Trust Fund ("the Fund") for the rehabilitation of the 31 Driefontein Enterprise. The amounts contributed by Driefontein to the Fund shall continue to be held and administered by the Fund, in accordance with its rules, for the benefit of the Driefontein Enterprise. Driefontein and Newco shall procure that, with effect from the Effective Date, all amounts standing to the credit of Driefontein in respect of the Driefontein Enterprise in the Fund, shall stand to the credit of Newco in respect of the Driefontein Enterprise. Should Driefontein receive any amount from the Fund after the Effective Date, Driefontein shall pay such amount to Newco. With effect from the Effective Date, Driefontein shall only act in respect of the Fund in accordance with the instructions of Newco. 6.5 DELIVERY 6.5.1 Driefontein shall, forthwith after the Effective Date, and against the crediting of the loan account referred to in clause 6.3, procure the drafting, notarial execution and registration of notarial deeds of cession of mining and mineral rights and deeds of transfer in respect of the Registrable Assets of Driefontein in a format and containing terms acceptable to Newco. Such notarial deeds of cession shall be bilateral and shall include all terms, conditions, provisions and ancillary rights and obligations mentioned or referred to in the present titles and applicable to the rights being ceded or transferred. Newco undertakes to do all such acts and sign all such documents as may be necessary or incidental to complete, execute and register such documents. 6.5.2 The drafting, execution and registration of the notarial deeds of cession and of the deeds of transfer referred to in clause 6.5.1 shall be attended to by the notaries public and conveyancers of Driefontein. Newco shall pay all costs relating to the transfer of the Registrable Assets of Driefontein into the name of Newco. 6.5.3 On the Effective Date - 6.5.3.1 Driefontein shall deliver the books and records of the Driefontein Enterprise then in its possession to Newco, PROVIDED THAT Driefontein and its authorised representatives shall be entitled to have access to and make copies of such books and records to the 32 extent reasonably and necessarily required by Driefontein, inter alia, to enable it to prepare its annual financial statements; 6.5.3.2 the delivery of all the Driefontein Assets that are capable of physical delivery shall be deemed to have taken place by Driefontein constructively delivering them to Newco; 6.5.3.3 the delivery of all tailings forming part of the Driefontein Assets shall be deemed to be delivered by way of traditio longa manu; 6.5.3.4 Driefontein shall be deemed to have ceded to Newco, which shall be deemed to have accepted, all the Driefontein Assets which are not capable of physical delivery or delivery by registration; 6.5.3.5 Driefontein shall deliver to Newco such documents, duly completed, as may be necessary to cede and assign to Newco all of its rights and obligations to the Driefontein Contracts and to vest ownership in and to the Driefontein Assets not otherwise dealt with in this clause 6.5. 6.5.4 Should it not be possible for Driefontein to transfer any or all of its Registrable Assets ("the Driefontein Affected Assets") to Newco, in accordance with the provisions of this clause 6.5, as a result of the New Act or any other applicable legislation becoming effective after the date of signature hereof, the Driefontein Affected Assets will be excluded from the ambit of this Agreement without prejudice to the remaining scope, provisions and intent. 6.6 THE DRIEFONTEIN CONTRACTS 6.6.1 Driefontein hereby cedes and assigns all of its right, title and interest and delegates all of its obligations in, to and under the Driefontein Contracts to Newco, which accepts such cession and assumes such obligations with effect from the Effective Date. 6.6.2 Newco will ensure that all of the Driefontein Contracts will be fully complied with by Newco at its cost. 33 6.6.3 Newco hereby indemnifies and holds Driefontein harmless from and against all and any claims, losses, damage or expenses of whatsoever nature and howsoever arising under any of the Driefontein Contracts which Driefontein may suffer or incur as a result of any act or omission of Newco in respect of such Driefontein Contract. 6.6.4 Driefontein undertakes to use reasonable commercial endeavours to procure the consent of all third parties (to the extent such consents are required) to the Driefontein Contracts to the cession and assignment of such Driefontein Contracts to Newco, with effect from the Effective Date. 6.6.5 Should any such third party fail or refuse to give its consent as aforesaid where such consent is a requirement for such cession and assignment, Driefontein will continue to exercise the rights and fulfil the obligations under such Driefontein Contract as trustee for the benefit of Newco and in accordance with Newco's instructions on the basis that Newco hereby indemnifies Driefontein and holds it harmless from and against all and any claims, losses, damages or expenses of whatsoever nature and howsoever arising which Driefontein may suffer or incur as a consequence. 6.6.6 Should it not be possible for the Parties to implement the provisions of clause 6.6.5 for any reason, the Parties shall forthwith meet and in good faith endeavour to agree an alternative solution which will achieve the same or substantially the same result. 6.7 IMPLEMENTATION 6.7.1 With effect from the Effective Date - 6.7.1.1 Newco shall be entitled to exercise all common law and statutory rights in respect of, flowing from or attaching to the Driefontein Enterprise; 6.7.1.2 liability for compliance with all obligations and for payment of all monies in terms of or in respect of the conduct of the Driefontein Enterprise, including, but not limited to, rates, taxes, levies, imposts and monies in terms of applicable legislation, shall pass to Newco 34 and Newco hereby undertakes forthwith on written demand by Driefontein to refund to Driefontein all such monies disbursed by Driefontein after the Effective Date or in respect of any period after the Effective Date; 6.7.1.3 ownership and possession of the Driefontein Enterprise, other than in respect of the Registrable Assets of Driefontein, shall pass to Newco; 6.7.1.4 risk in and to and the benefit of the Driefontein Enterprise shall pass to Newco; 6.7.1.5 Newco shall assume all liability for the Driefontein Liabilities. 6.7.2 Ownership in and to the Registrable Assets of Driefontein shall pass to Newco on registration of the necessary transfer documents in the appropriate deeds registry into the name of Newco. 6.8 EMPLOYEES 6.8.1 Newco undertakes, having regard to the provisions of Section 197(2) of the Labour Relations Act, Act 66 of 1995, to employ, with effect from the Effective Date and upon terms and conditions of employment which are the same as those enjoyed by such employees with Driefontein as at the Effective Date, those of the Driefontein employees who are employed in the conduct of the Driefontein Enterprise as at the Effective Date. In this regard, Newco assumes responsibility for all liabilities arising out of the employment by Driefontein, prior to the Effective Date, of such employees as well as of previous employees of Driefontein who were, during the course of their employment by Driefontein, engaged in the conduct of the Driefontein Enterprise (collectively "Affected Employees"). 6.8.2 The liability for payment of all amounts of any nature whatsoever in respect of benefits due to the Affected Employees for past employment benefits, accumulated leave and the like shall be assumed by Newco with effect from the Effective Date. 6.8.3 Newco indemnifies and holds Driefontein harmless from and against all 35 claims of whatsoever nature made against Driefontein and costs incurred by Driefontein in respect of any liability referred to in this clause 6.8 in respect of the Affected Employees, including all costs which may be awarded against Driefontein in respect of any such demand, claim, action or other legal proceedings. Payment to Driefontein by Newco shall be on demand. 6.8.4 Driefontein shall notify Newco of any claim which may be made against Driefontein in respect of any of the matters referred to in clause 6.8.3 within a reasonable time of Driefontein becoming aware thereof, to enable Newco to take steps to contest such claim. 6.8.5 Newco shall be entitled to contest the claim concerned in the name of Driefontein and shall be entitled to control the proceedings in regard thereto, PROVIDED THAT Newco's indemnity in favour of Driefontein as set out in clause 6.8.3 remains of full force and effect. 6.8.6 It is recorded that the Driefontein employees derive their retirement and medical benefits from their individual membership of various retirement funds and medical schemes, and as membership of such funds and schemes shall continue on the same terms and conditions, it is not necessary for Driefontein to provide for the transfer of any employees to any other fund or scheme. To the extent necessary, Newco indemnifies and holds Driefontein harmless from and against any and all claims made by any Affected Employee in respect of retirement and medical benefits. 6.8.7 It is recorded that Driefontein's net liability in respect of accrued annual leave, accrued holiday leave allowances, long service awards, accumulated bonus pay and all other payments that have accrued to the Affected Employees but have not been paid to such Affected Employees, will be provided for and reflected in the Driefontein Accounts. 6.8.8 With effect from the Effective Date, Newco shall - 6.8.8.1 assume liability to the Affected Employees in respect of the liabilities referred to in clause 6.8.7; 36 6.8.8.2 be liable for the payment of all severance costs (inclusive of notice pay) incurred in respect of retrenchments carried out prior to or after the Effective Date in relation to any Affected Employee; 6.8.8.3 assume liability in respect of all employee related liabilities in respect of the dismissal of an Affected Employee or the commission of an unfair labour practice or act of unfair discrimination, the cause of action of which arises prior to or after the Effective Date. 6.8.9 Newco hereby indemnifies Driefontein and holds it harmless from and against any and all claims, losses, damages or expenses of whatsoever nature and howsoever arising which Driefontein may suffer or incur as a result of the liabilities referred to in clause 6.8.8. 6.9 SALE VOETSTOOTS Subject to clause 6.11, the sale of the Driefontein Enterprise pursuant to this Agreement is and shall be voetstoots and subject to all rights, obligations, terms and conditions applicable thereto and to existing conditions of title (whether registered or not). 6.10 INSOLVENCY ACT ADVERTISEMENT The Parties agree that the sale of the Driefontein Enterprise pursuant to this Agreement shall not be published as contemplated in Section 34 of the Insolvency Act, 1936. 6.11 REPRESENTATIONS AND WARRANTIES Driefontein represents and warrants that as at the date of signature hereof - 6.11.1 the Driefontein Enterprise is beneficially owned by it; 6.11.2 it is entitled and able to dispose of the Driefontein Enterprise; and 6.11.3 no third party has any existing or future right (including any option or right of first refusal) to acquire the Driefontein Enterprise. 37 Driefontein shall be deemed to have repeated each such representation and warranty as at the Effective Date. PART E 7. THE KLOOF ENTERPRISE 7.1 SALE AND PURCHASE 7.1.1 Kloof hereby sells to Newco, which hereby purchases from Kloof, the Kloof Enterprise as a going concern with effect from the Effective Date. 7.1.2 Notwithstanding the date of signature hereof, but subject to the provisions of clauses 7.5 and 7.7 and the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the Kloof Enterprise shall pass to Newco with effect from the Effective Date. 7.2 KLOOF PURCHASE CONSIDERATION The purchase consideration payable by Newco to Kloof in respect of the Kloof Enterprise ("the Kloof Purchase Consideration") shall be an amount equal to the book values of the Kloof Assets (as reflected in the Kloof Accounts) less the book value of the Kloof Liabilities (as reflected in the Kloof Accounts). GFL and Kloof shall procure the preparation of the Kloof Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date. 7.3 SETTLEMENT OF THE KLOOF PURCHASE CONSIDERATION The Kloof Purchase Consideration shall be settled on the Effective Date by means of crediting a special Kloof loan account against Newco in the name of Kloof in the books of Newco in an amount equal to the Kloof Purchase Consideration, which loan account shall be subject to the following terms and conditions - 7.3.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 38 7.3.2 the interest shall, unless otherwise agreed between Newco and Kloof, be calculated and payable 6 (six) monthly in arrears; 7.3.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between Kloof and Newco) written notice by either Kloof or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 7.3.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 7.3.3.2 Newco making a compromise offer in general to its creditors. 7.4 KLOOF LIABILITIES 7.4.1 Newco shall, with effect from the Effective Date, assume responsibility and liability for the due and proper discharge of the Kloof Liabilities and, accordingly, Newco hereby indemnifies and holds Kloof harmless from and against any and all claims, loss, damage or expenses of whatsoever nature or howsoever arising which Kloof may suffer or incur in respect of the Kloof Liabilities, irrespective of whether such liabilities were reflected in the Kloof Accounts or not. 7.4.2 In respect of the Kloof Enterprise and in respect of all of the properties which are the subject of the Kloof Mining and Mineral Rights and Land, Newco shall, with effect from the Effective Date and notwithstanding the date on which the liability arose or arises, be responsible and liable for, and for the costs of, restoration, anti-pollution measures, making safe, rehabilitation, compliance with the terms of any rehabilitation plans and/or programmes approved by the Principal Inspector and/or Director : Mineral Development, both of the Department of Minerals and Energy, anti-flooding measures, the obtaining of a closure/clearance certificate in terms of Regulation 2.11 and Section 12 of the Minerals Act; and generally, compliance with all regulations made in terms of or in force in terms of the Minerals Act, the Water Act, the Atmospheric Pollution Prevention Act, or any other applicable 39 legislation or regulation which may be in force now or in the future, all as amended or substituted from time to time, and with all lawful directives of state officials in terms thereof. 7.4.3 Newco hereby indemnifies and holds Kloof harmless from and against (and in respect of itself, waives) any claim for injury, death, loss, damage, pollution, rehabilitation, restoration, flooding, anti-flooding measures or de-watering, or costs relating to any of the foregoing, in any respect whatsoever which any third party or Newco itself might make against Kloof arising directly, indirectly or consequentially (on a sine qua non test) out of any act or omission relating to the activities of Newco (or any previous activities of Kloof) in respect of the Kloof Enterprise (including any of the activities referred to in clause 7.4.2) and undertakes to make good any such claims which Kloof might itself have against Newco, on demand. 7.4.4 Newco shall be obliged, after the Effective Date, to continue to manage, monitor and control the water seepage quality in respect of all the areas which are the subject of the Kloof Mining and Mineral Rights and Land and Kloof shall have the right to request details of Newco's management plans and actions in regard to any water leakage, including the right to request the results of all water quality tests. Newco undertakes to comply with any such request promptly upon receipt thereof. 7.4.5 Newco shall assume all liability and responsibility for all existing and past prospecting and/or mining operations conducted by Kloof on the Kloof Mining and Mineral Rights and Land and hence the obligations, indemnity, waiver and undertaking in clauses 7.4.2 and 7.4.3 shall, mutatis mutandis, apply to all such prior activities. 7.4.6 The provisions of this clause 7.4 shall enure to the benefit of Kloof, its successors-in-title and assigns thereto, and shall be binding on Newco, and shall accordingly not be merely personal to Kloof and to Newco but shall remain binding on successors-in-title and permitted assigns notwithstanding any cession and assignment hereof. 7.4.7 It is recorded that Kloof has contributed funds to the Gold Fields Environmental Trust Fund ("the Fund") for the rehabilitation of the Kloof 40 Enterprise. The amounts contributed by Kloof to the Fund shall continue to be held and administered by the Fund, in accordance with its rules, for the benefit of the Kloof Enterprise. Kloof and Newco shall procure that, with effect from the Effective Date, all amounts standing to the credit of Kloof in respect of the Kloof Enterprise in the Fund, shall stand to the credit of Newco in respect of the Kloof Enterprise. Should Kloof receive any amount from the Fund after the Effective Date, Kloof shall pay such amount to Newco. With effect from the Effective Date, Kloof shall only act in respect of the Fund in accordance with the instructions of Newco. 7.5 DELIVERY 7.5.1 Kloof shall, forthwith after the Effective Date, and against the crediting of the loan account referred to in clause 7.3, procure the drafting, notarial execution and registration of notarial deeds of cession of mining and mineral rights and deeds of transfer in respect of the Registrable Assets of Kloof in a format and containing terms acceptable to Newco. Such notarial deeds of cession shall be bilateral and shall include all terms, conditions, provisions and ancillary rights and obligations mentioned or referred to in the present titles and applicable to the rights being ceded or transferred. Newco undertakes to do all such acts and sign all such documents as may be necessary or incidental to complete, execute and register such documents. 7.5.2 The drafting, execution and registration of the notarial deeds of cession and of the deeds of transfer referred to in clause 7.5.1 shall be attended to by the notaries public and conveyancers of Kloof. Newco shall pay all costs relating to the transfer of the Registrable Assets of Kloof into the name of Newco. 7.5.3 On the Effective Date - 7.5.3.1 Kloof shall deliver the books and records of the Kloof Enterprise then in its possession to Newco, PROVIDED THAT Kloof and its authorised representatives shall be entitled to have access to and make copies of such books and records to the extent reasonably and necessarily required by Kloof, inter alia, to enable it to prepare its annual financial statements; 41 7.5.3.2 the delivery of all of the Kloof Assets that are capable of physical delivery shall be deemed to have taken place by Kloof constructively delivering them to Newco; 7.5.3.3 the delivery of all tailings forming part of the Kloof Assets shall be deemed to be delivered by way of traditio longa manu; 7.5.3.4 Kloof shall be deemed to have ceded to Newco, which shall be deemed to have accepted, all the Kloof Assets which are not capable of physical delivery or delivery by registration; 7.5.3.5 Kloof shall deliver to Newco such documents, duly completed, as may be necessary to cede and assign to Newco all of its rights and obligations to the Kloof Contracts and to vest ownership in and to the Kloof Assets not otherwise dealt with in this clause 7.5. 7.5.4 Should it not be possible for Kloof to transfer any or all of its Registrable Assets ("the Kloof Affected Assets") to Newco, in accordance with the provisions of this clause 7.5, as a result of the New Act or any other applicable legislation becoming effective after the date of signature hereof, the Kloof Affected Assets will be excluded from the ambit of this Agreement without prejudice to the remaining scope, provisions and intent. 7.6 THE KLOOF CONTRACTS 7.6.1 Kloof hereby cedes and assigns all of its right, title and interest and delegates all of its obligations in, to and under the Kloof Contracts to Newco, which accepts such cession and assumes such obligations with effect from the Effective Date. 7.6.2 Newco will ensure that all of the Kloof Contracts will be fully complied with by Newco at its cost. 7.6.3 Newco hereby indemnifies and holds Kloof harmless from and against all and any claims, losses, damage or expenses of whatsoever nature and howsoever arising under any of the Kloof Contracts which Kloof may suffer or incur as a result of any act or omission of Newco in respect of such Kloof 42 Contract. 7.6.4 Kloof undertakes to use reasonable commercial endeavours to procure the consent of all third parties (to the extent such consents are required) to the Kloof Contracts to the cession and assignment of such Kloof Contracts to Newco, with effect from the Effective Date. 7.6.5 Should any such third party fail or refuse to give its consent as aforesaid where such consent is a requirement for such cession and assignment, Kloof will continue to exercise the rights and fulfil the obligations under such Kloof Contract as trustee for the benefit of Newco and in accordance with Newco's instructions on the basis that Newco hereby indemnifies Kloof and holds it harmless from and against all and any claims, losses, damages or expenses of whatsoever nature and howsoever arising which Kloof may suffer or incur as a consequence. 7.6.6 Should it not be possible for the Parties to implement the provisions of clause 7.6.5 for any reason, the Parties shall forthwith meet and in good faith endeavour to agree an alternative solution which will achieve the same or substantially the same result. 7.7 IMPLEMENTATION 7.7.1 With effect from the Effective Date - 7.7.1.1 Newco shall be entitled to exercise all common law and statutory rights in respect of, flowing from or attaching to the Kloof Enterprise; 7.7.1.2 liability for compliance with all obligations and for payment of all monies in terms of or in respect of the conduct of the Kloof Enterprise, including, but not limited to, rates, taxes, levies, imposts and monies in terms of applicable legislation, shall pass to Newco and Newco hereby undertakes forthwith on written demand by Kloof to refund to Kloof all such monies disbursed by Kloof after the Effective Date or in respect of any period after the Effective Date; 7.7.1.3 ownership and possession of the Kloof Enterprise, other than in 43 respect of the Registrable Assets of Kloof, shall pass to Newco; 7.7.1.4 risk in and to and the benefit of the Kloof Enterprise shall pass to Newco; 7.7.1.5 Newco shall assume all liability for the Kloof Liabilities. 7.7.2 Ownership in and to the Registrable Assets of Kloof shall pass to Newco on registration of the necessary transfer documents in the appropriate deeds registry into the name of Newco. 7.8 EMPLOYEES 7.8.1 Newco undertakes, having regard to the provisions of Section 197(2) of the Labour Relations Act, Act 66 of 1995, to employ, with effect from the Effective Date and upon terms and conditions of employment which are the same as those enjoyed by such employees with Kloof as at the Effective Date, those of the Kloof employees who are employed in the conduct of the Kloof Enterprise as at the Effective Date. In this regard, Newco assumes responsibility for all liabilities arising out of the employment by Kloof, prior to the Effective Date, of such employees as well as of previous employees of Kloof who were, during the course of their employment by Kloof, engaged in the conduct of the Kloof Enterprise (collectively "Affected Employees"). 7.8.2 The liability for payment of all amounts of any nature whatsoever in respect of benefits due to the Affected Employees for past employment benefits, accumulated leave and the like shall be assumed by Newco with effect from the Effective Date. 7.8.3 Newco indemnifies and holds Kloof harmless from and against all claims of whatsoever nature made against Kloof and costs incurred by Kloof in respect of any liability referred to in this clause 7.8 in respect of the Affected Employees, including all costs which may be awarded against Kloof in respect of any such demand, claim, action or other legal proceedings. Payment to Kloof by Newco shall be on demand. 7.8.4 Kloof shall notify Newco of any claim which may be made against Kloof in 44 respect of any of the matters referred to in clause 7.8.3 within a reasonable time of Kloof becoming aware thereof, to enable Newco to take steps to contest such claim. 7.8.5 Newco shall be entitled to contest the claim concerned in the name of Kloof and shall be entitled to control the proceedings in regard thereto, PROVIDED THAT Newco's indemnity in favour of Kloof as set out in clause 7.8.3 remains of full force and effect. 7.8.6 It is recorded that the Kloof employees derive their retirement and medical benefits from their individual membership of various retirement funds and medical schemes, and as membership of such funds and schemes shall continue on the same terms and conditions, it is not necessary for Kloof to provide for the transfer of any employees to any other fund or scheme. To the extent necessary, Newco indemnifies and holds Kloof harmless from and against any and all claims made by any Affected Employee in respect of retirement and medical benefits. 7.8.7 It is recorded that Kloof's net liability in respect of accrued annual leave, accrued holiday leave allowances, long service awards, accumulated bonus pay and all other payments that have accrued to the Affected Employees but have not been paid to such Affected Employees, will be provided for and reflected in the Kloof Accounts. 7.8.8 With effect from the Effective Date, Newco shall - 7.8.8.1 assume liability to the Affected Employees in respect of the liabilities referred to in clause 7.8.7; 7.8.8.2 be liable for the payment of all severance costs (inclusive of notice pay) incurred in respect of retrenchments carried out prior to or after the Effective Date in relation to any Affected Employee; 7.8.8.3 assume liability in respect of all employee related liabilities in respect of the dismissal of an Affected Employee or the commission of an unfair labour practice or act of unfair discrimination, the cause of action of which arises prior to or after the Effective Date. 45 7.8.9 Newco hereby indemnifies Driefontein and holds it harmless from and against any and all claims, losses, damages or expenses of whatsoever nature and howsoever arising which Driefontein may suffer or incur as a result of the liabilities referred to in clause 7.8.8. 7.9 SALE VOETSTOOTS Subject to clause 7.11 the sale of the Kloof Enterprise pursuant to this Agreement is and shall be voetstoots and subject to all rights, obligations, terms and conditions applicable thereto and to existing conditions of title (whether registered or not). 7.10 INSOLVENCY ACT ADVERTISEMENT The Parties agree that the sale of the Kloof Enterprise pursuant to this Agreement shall not be published as contemplated in Section 34 of the Insolvency Act, 1936. 7.11 REPRESENTATIONS AND WARRANTIES Kloof represents and warrants that as at the date of signature hereof- 7.11.1 the Kloof Enterprise is beneficially owned by it; 7.11.2 it is entitled and able to dispose of the Kloof Enterprise; and 7.11.3 no third party has any existing or future right (including any option or right of first refusal) to acquire the Kloof Enterprise. Kloof shall be deemed to have repeated each such representation and warranty as at the Effective Date. 46 PART F 8.1 SALE AND PURCHASE OF THE CONTIGUOUS RIGHTS 8.1.1 It is recorded that the Driefontein Contiguous Rights and the Kloof Contiguous Rights are owned by GFLMS. GFLMS has granted - 8.1.1.1 Driefontein the right to include the Driefontein Contiguous Rights into its mining authorisation, which mining authorisation currently includes such rights; and 8.1.1.2 Kloof the right to include the Kloof Contiguous Rights into its mining authorisation, which mining authorisation currently includes such rights. 8.1.2 GFLMS hereby sells to Newco, which hereby purchases from GFLMS, the Contiguous Rights with effect from the Effective Date. 8.1.3 Notwithstanding the date of signature hereof, but subject to the provisions of clauses 8.4 and 8.5 and the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the Contiguous Rights shall pass to Newco with effect from the Effective Date. 8.2 CONTIGUOUS PURCHASE CONSIDERATION The purchase consideration payable by Newco to GFLMS in respect of the Contiguous Rights shall be an amount of R19 559 485,00 (nineteen million five hundred and fifty nine thousand four hundred and eighty five rand), which amount includes VAT, being the market value of the Contiguous Rights ("the Contiguous Purchase Consideration"). 8.3 SETTLEMENT OF THE CONTIGUOUS PURCHASE CONSIDERATION The Contiguous Purchase Consideration shall be settled on the Effective Date by means of crediting a special GFLMS loan account against Newco in the name of GFLMS in the books of Newco in an amount equal to the Contiguous Purchase Consideration, which loan account shall be subject to the following terms and 47 conditions - 8.3.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 8.3.2 the interest shall, unless otherwise agreed between Newco and GFLMS, be calculated and payable 6 (six) monthly in arrears; 8.3.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between GFLMS and Newco) written notice by either GFLMS or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 8.3.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 8.3.3.2 Newco making a compromise offer in general to its creditors. 8.4 DELIVERY 8.4.1 GFLMS shall, forthwith after the Effective Date, and against the crediting of the loan account referred to in clause 8.3, procure the drafting, notarial execution and registration of notarial deeds of cession of mining and mineral rights and deeds of transfer in respect of the Contiguous Rights in a format and containing terms acceptable to Newco. Such notarial deeds of cession shall be bilateral and shall include all terms, conditions, provisions and ancillary rights and obligations mentioned or referred to in the present titles and applicable to the rights being ceded or transferred. Newco undertakes to do all such acts and sign all such documents as may be necessary or incidental to complete, execute and register such documents. 8.4.2 The drafting, execution and registration of the notarial deeds of cession and of the deeds of transfer referred to in clause 8.4.1 shall be attended to by the notaries public and conveyancers of GFLMS. Newco shall pay all costs relating to the transfer of the Contiguous Rights into the name of Newco. 48 8.4.3 Should it not be possible for GFLMS to transfer any or all of Contiguous Rights ("the GFLMS Affected Assets") to Newco, in accordance with the provisions of this clause 8.4, as a result of the New Act or any other applicable legislation becoming effective after the date of signature hereof, the GFLMS Affected Assets will be excluded from the ambit of this Agreement without prejudice to the remaining scope, provisions and intent. 8.5 IMPLEMENTATION 8.5.1 With effect from the Effective Date - 8.5.1.1 Newco shall be entitled to exercise all common law and statutory rights in respect of, flowing from or attaching to the Contiguous Rights; 8.5.1.2 liability for compliance with all obligations and for payment of all monies in terms of or in respect of the conduct of the Contiguous Rights, including, but not limited to, rates, taxes, levies, imposts and monies in terms of applicable legislation, shall pass to Newco and Newco hereby undertakes forthwith on written demand by GFLMS to refund to GFLMS all such monies disbursed by GFLMS after the Effective Date or in respect of any period after the Effective Date; 8.5.1.3 risk in and to and the benefit of the Contiguous Rights shall pass to Newco. 8.5.2 Ownership in and to the Contiguous Rights shall pass to Newco on registration of the necessary transfer documents in the appropriate deeds registry into the name of Newco. 8.6 SALE VOETSTOOTS Subject to clause 8.7, the sale of the Contiguous Rights pursuant to this Agreement is and shall be voetstoots and subject to all rights, obligations, terms and conditions applicable thereto and to existing conditions of title (whether registered or not). 49 8.7 REPRESENTATIONS AND WARRANTIES GFLMS represents and warrants that as at the date of signature hereof- 8.7.1 the Contiguous Rights are beneficially owned by it; 8.7.2 it is entitled and able to dispose of the Contiguous Rights; and 8.7.3 no third party has any existing or future right (including any option or right of first refusal) to acquire the Contiguous Rights. GFLMS shall be deemed to have repeated each such representation and warranty as at the Effective Date. PART G ANCILLARY ASSETS 9.1. GFLMS ANCILLARY ASSETS SA SERVICE DIVISION 9.1.1 SALE AND PURCHASE 9.1.1.1 GFLMS hereby sells to Newco, which hereby purchases from GFLMS, the SA Service Division as a going concern with effect from the Effective Date. 9.1.1.2 Notwithstanding the date of signature hereof, but subject to the provisions of clauses 9.1.5 and 9.1.6 and the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the SA Service Division shall pass to Newco with effect from the Effective Date. 9.1.2 SA SERVICE DIVISION PURCHASE CONSIDERATION The purchase consideration payable by Newco to GFLMS in respect of the SA Service Division ("the SA Service Division Purchase Consideration") shall be an amount equal to the book values of the SA Service Division Assets (as reflected in 50 GFLMS Accounts) less the book value of the SA Service Division Liabilities (as reflected in GFLMS Accounts). GFL and GFLMS shall procure the preparation of GFLMS Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date. 9.1.3 SA SERVICE DIVISION PURCHASE CONSIDERATION The SA Service Division Purchase Consideration shall be settled on the Effective Date by means of crediting a special GFLMS loan account against Newco in the name of GFLMS in the books of Newco in an amount equal to the SA Service Division Purchase Consideration, which loan account shall be subject to the following terms and conditions - 9.1.3.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 9.1.3.2 the interest shall, unless otherwise agreed between Newco and GFLMS, be calculated and payable 6 (six) monthly in arrears; 9.1.3.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between GFLMS and Newco) written notice by either GFLMS or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 9.1.3.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 9.1.3.3.2 Newco making a compromise offer in general to its creditors. 9.1.4 SA SERVICE DIVISION LIABILITIES 9.1.4.1 Newco shall, with effect from the Effective Date, assume responsibility and liability for the due and proper discharge of the SA Service Division Liabilities and, accordingly, Newco hereby indemnifies and holds GFLMS harmless from and against any and all claims, loss, damage or expenses of 51 whatsoever nature or howsoever arising which GFLMS may suffer or incur in respect of the SA Service Division Liabilities, irrespective of whether such liabilities were reflected in GFLMS Accounts or not. 9.1.4.2 The provisions of this clause 9.1.4 shall enure to the benefit of GFLMS and its successors-in-title and assigns thereto, and shall be binding on Newco, and shall accordingly not be merely personal to GFLMS and Newco but shall remain binding on successors-in-title and assigns notwithstanding any cession and assignment hereof. 9.1.5 DELIVERY On the Effective Date - 9.1.5.1 GFLMS shall deliver the books and records of the SA Service Division then in its possession to Newco, PROVIDED THAT GFLMS and its authorised representatives shall be entitled to have access to and make copies of such books and records to the extent reasonably and necessarily required by GFLMS, inter alia, to enable it to prepare its annual financial statements; 9.1.5.2 the delivery of all of the SA Service Division Assets which are capable of physical delivery shall be deemed to have taken place by GFLMS constructively delivering them to Newco; 9.1.5.3 GFLMS shall be deemed to have ceded to Newco, which shall be deemed to have accepted, all the SA Service Division Assets which are not capable of physical delivery or delivery by registration; 9.1.5.4 GFLMS shall deliver to Newco such documents, duly completed, as may be necessary to cede and assign to Newco all of its rights and obligations to vest ownership in and to the SA Service Division Assets not otherwise dealt with in this clause 9.1.5. 9.1.6 IMPLEMENTATION With effect from the Effective Date - 52 9.1.6.1 Newco shall be entitled to exercise all common law and statutory rights in respect of, flowing from or attaching to the SA Service Division; 9.1.6.2 liability for compliance with all obligations and for payment of all monies in terms of or in respect of the conduct of the SA Service Division shall pass to Newco and Newco hereby undertakes forthwith on written demand by GFLMS to refund to GFLMS all such monies disbursed by GFLMS after the Effective Date or in respect of any period after the Effective Date; 9.1.6.3 ownership and possession of the SA Service Division shall pass to Newco; 9.1.6.4 risk in and to and the benefit of the SA Service Division shall pass to Newco; 9.1.6.5 Newco shall assume all liability for the SA Service Division Liabilities. 9.1.7 SA SERVICE DIVISION EMPLOYEES 9.1.7.1 Newco undertakes, having regard to the provisions of Section 197(2) of the Labour Relations Act, Act 66 of 1995, to employ, with effect from the Effective Date and upon terms and conditions of employment which are the same as those enjoyed by such employees with GFLMS as at the Effective Date, the SA Service Division Employees who are employed as at the Effective Date. In this regard, Newco assumes responsibility for all liabilities arising out of the employment by GFLMS, prior to the Effective Date, of such employees as well as of previous SA Service Division Employees (collectively "Affected Employees"). 9.1.7.2 The liability for payment of all amounts of any nature whatsoever in respect of benefits due to the Affected Employees for past employment benefits, accumulated leave and the like shall be assumed by Newco with effect from the Effective Date. 9.1.7.3 Newco indemnifies and holds GFLMS harmless from and against all claims of whatsoever nature made against GFLMS and costs incurred by GFLMS in respect of any liability referred to in this clause 9.1.7 in respect of the Affected Employees, including all costs which may be awarded against GFLMS in respect of any such demand, claim, action or other legal 53 proceedings. Payment to GFLMS by Newco shall be on demand. 9.1.7.4 GFLMS shall notify Newco of any claim which may be made against GFLMS in respect of any of the matters referred to in clause 9.1.7.3 within a reasonable time of GFLMS becoming aware thereof, to enable Newco to take steps to contest such claim. 9.1.7.5 Newco shall be entitled to contest the claim concerned in the name of GFLMS and shall be entitled to control the proceedings in regard thereto, PROVIDED THAT Newco's indemnity in favour of GFLMS as set out in clause 9.1.7.3 remains of full force and effect. 9.1.7.6 It is recorded that GFLMS employees derive their retirement and medical benefits from their individual membership of various retirement funds and medical schemes, and as membership of such funds and schemes shall continue on the same terms and conditions, it is not necessary for GFLMS to provide for the transfer of any employees to any other fund or scheme. To the extent necessary, Newco indemnifies and holds GFLMS harmless from and against any and all claims made by any Affected Employee in respect of retirement and medical benefits. 9.1.7.7 It is recorded that GFLMS's net liability in respect of accrued annual leave, accrued holiday leave allowances, long service awards, accumulated bonus pay and all other payments that have accrued to the Affected Employees but have not been paid to such Affected Employees, will be provided for and reflected in the GFLMS Accounts. 9.1.7.8 With effect from the Effective Date, Newco shall - 9.1.7.8.1 assume liability to the Affected Employees in respect of the liabilities referred to in clause 9.1.7.7; 9.1.7.8.2 be liable for the payment of all severance costs (inclusive of notice pay) incurred in respect of retrenchments carried out prior to or after the Effective Date in relation to any Affected Employee; 54 9.1.7.8.3 assume liability in respect of all employee related liabilities in respect of the dismissal of an Affected Employee or the commission of an unfair labour practice or act of unfair discrimination, the cause of action of which arises prior to or after the Effective Date. 9.1.7.9 Newco hereby indemnifies GFLMS and holds it harmless from and against any and all claims, losses, damages or expenses of whatsoever nature and howsoever arising which GFLMS may suffer or incur as a result of the liabilities referred to in clause 9.1.7.8. 9.1.8 SALE VOETSTOOTS Subject to clause 9.1.10, the sale of the SA Service Division pursuant to this Agreement is and shall be voetstoots and subject to all rights, obligations, terms and conditions applicable thereto and to existing conditions of title (whether registered or not). 9.1.9 INSOLVENCY ACT ADVERTISEMENT The Parties agree that the sale of the SA Service Division pursuant to this Agreement shall not be published as contemplated in Section 34 of the Insolvency Act, 1936. 9.1.10 REPRESENTATIONS AND WARRANTIES GFLMS represents and warrants that as at the date of signature hereof - 9.1.10.1 the SA Service Division is beneficially owned by it; 9.1.10.2 it is entitled and able to dispose of the SA Service Division; and 9.1.10.3 no third party has any existing or future right (including any option or right of first refusal) to acquire the SA Service Division. GFLMS shall be deemed to have repeated each such representation and warranty as at the Effective Date. 55 SHARED SERVICES 9.2.1 SALE AND CESSION As one indivisible transaction - 9.2.1.1 GFLMS hereby sells to Newco, which hereby purchases from GFLMS, the Shared Services Shares; and 9.2.1.2 GFLMS hereby cedes to Newco, which hereby accepts such cession from GFLMS, all of its right, title and interest in and to the Shared Services Loans; with effect from the Effective Date, subject to the terms and conditions set out in this Agreement. 9.2.2 CONSIDERATION AND SETTLEMENT 9.2.2.1 The consideration payable by Newco to GFLMS in respect of the Shared Services Shares and the Shared Services Loans shall be an amount equal to the book value of the Shared Services Shares and the Shared Services Loans as reflected in the GFLMS Accounts ("the Shared Services Ancillary Consideration"). The Shared Services Ancillary Consideration shall be allocated as follows - 9.2.2.1.1 in respect of the Shared Services Loans, an amount equal to the face value thereof as reflected in the GFLMS Accounts; and 9.2.2.1.2 in respect of the Shared Services Shares, an amount equal to the balance of the Shared Services Ancillary Consideration. 9.2.2.2 The Shared Services Ancillary Consideration shall be settled on the Effective Date by means of crediting a special GFLMS loan account against Newco in an amount equal to the Shared Services Ancillary Consideration, which loan account shall be subject to the following terms and conditions - 9.2.2.2.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 56 9.2.2.2.2 the interest shall, unless otherwise agreed between Newco and GFLMS, be calculated and payable 6 (six) monthly in arrears; 9.2.2.2.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between GFLMS and Newco) written notice by either GFLMS or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 9.2.2.2.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 9.2.2.2.3.2 Newco making a compromise offer in general to its creditors. 9.2.2.3 GFL and GFLMS shall procure the preparation of the GFLMS Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date. 9.2.3 CLOSING 9.2.3.1 On the Effective Date, GFLMS shall deliver to Newco, against compliance by Newco of its obligations in terms of clause 9.2.2, the share certificates in respect of the Shared Services Shares together with transfer forms in respect thereof duly completed and signed by GFLMS in accordance with the articles of association of Shared Services, but blank as to transferee. 9.2.3.2 Notwithstanding the date of signature hereof, but subject to the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the Shared Services Shares and the Shared Services Loans shall pass to Newco with effect from the Effective Date. 9.2.4 REPRESENTATIONS AND WARRANTIES GFLMS represents and warrants that as at the date of signature hereof, the Shared Services Shares and the Shared Services Loans are beneficially owned by it, that no third party has any existing or future right (including any option or right of first 57 refusal) to acquire any of them and that it is entitled and able to dispose of them. GFLMS shall be deemed to have repeated each such representation and warranty as at the Effective Date. 9.2.5 INDEMNITY Newco shall, with effect from the Effective Date, indemnify and hold GFLMS and each of its Affiliates and its and their respective directors, employees and officers harmless from and against any and all claims, losses, damages or expenses of whatsoever nature or howsoever arising which GFLMS or any one of its Affiliates or its or their respective directors, employees or officers may suffer or incur as a result of any act or omission of Shared Services before or after the Effective Date. GOLDEN PRODUCE 9.3.1 SALE AND CESSION As one indivisible transaction - 9.3.1.1 GFLMS hereby sells to Newco, which hereby purchases from GFLMS, the Golden Produce Shares; and 9.3.1.2 GFLMS hereby cedes to Newco, which hereby accepts such cession from GFLMS, all of its right, title and interest in and to the Golden Produce Loans; with effect from the Effective Date, subject to the terms and conditions set out in this Agreement. 9.3.2 CONSIDERATION AND SETTLEMENT 9.3.2.1 The consideration payable by Newco to GFLMS in respect of the Golden Produce Shares and the Golden Produce Loans shall be an amount equal to the book value of the Golden Produce Shares and the Golden Produce Loans as reflected in the GFLMS Accounts ("the Golden Produce Ancillary Consideration"). The Golden Produce Ancillary Consideration shall be allocated as follows - 58 9.3.2.1.1 in respect of the Golden Produce Loans, an amount equal to the face value thereof as reflected in the GFLMS Accounts; and 9.3.2.1.2 in respect of the Golden Produce Shares, an amount equal to the balance of the Golden Produce Ancillary Consideration. 9.3.2.2 The Golden Produce Ancillary Consideration shall be settled on the Effective Date by means of crediting a special GFLMS loan account against Newco in an amount equal to the Golden Produce Ancillary Consideration, which loan account shall be subject to the following terms and conditions - 9.3.2.2.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 9.3.2.2.2 the interest shall, unless otherwise agreed between Newco and GFLMS, be calculated and payable 6 (six) monthly in arrears; 9.3.2.2.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between GFLMS and Newco) written notice by either GFLMS or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 9.3.2.2.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 9.3.2.2.3.2 Newco making a compromise offer in general to its creditors. 9.3.2.3 GFL and GFLMS shall procure the preparation of the GFLMS Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date. 9.3.3 CLOSING 9.3.3.1 On the Effective Date, GFLMS shall deliver to Newco, against compliance by Newco of its obligations in terms of clause 9.3.2, the share certificates in 59 respect of the Golden Produce Shares together with transfer forms in respect thereof duly completed and signed by GFLMS in accordance with the articles of association of Golden Produce, but blank as to transferee. 9.3.3.2 Notwithstanding the date of signature hereof, but subject to the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the Golden Produce Shares and the Golden Produce Loans shall pass to Newco with effect from the Effective Date. 9.3.4 REPRESENTATIONS AND WARRANTIES GFLMS represents and warrants that as at the date of signature hereof, the Golden Produce Shares and the Golden Produce Loans are beneficially owned by it, that no third party has any existing or future right (including any option or right of first refusal) to acquire any of them and that it is entitled and able to dispose of them. GFLMS shall be deemed to have repeated each such representation and warranty as at the Effective Date. 9.3.5 INDEMNITY Newco shall, with effect from the Effective Date, indemnify and hold GFLMS and each of its Affiliates and its and their respective directors, employees and officers harmless from and against any and all claims, losses, damages or expenses of whatsoever nature or howsoever arising which GFLMS or any one of its Affiliates or its or their respective directors, employees or officers may suffer or incur as a result of any act or omission of Golden Produce before or after the Effective Date. 9.4. BEATRIX ANCILLARY ASSETS 9.4.1 SALE AND CESSION As one indivisible transaction - 9.4.1.1 Beatrix hereby sells to Newco, which hereby purchases from Beatrix, the St Helena Hospital Shares; and 9.4.1.2 Beatrix hereby cedes to Newco, which hereby accepts such cession from 60 Beatrix, all of its right, title and interest in and to the St Helena Hospital Loans; with effect from the Effective Date, subject to the terms and conditions set out in this Agreement. 9.4.2 CONSIDERATION AND SETTLEMENT 9.4.2.1 The consideration payable by Newco to Beatrix in respect of the Beatrix Ancillary Assets shall be an amount equal to the book value of the Beatrix Ancillary Assets as reflected in the Beatrix Accounts ("the Beatrix Ancillary Consideration"). The Beatrix Ancillary Consideration shall be allocated as follows - 9.4.2.1.1 in respect of the St Helena Hospital Loans, an amount equal to the face value thereof as reflected in the Beatrix Accounts; and 9.4.2.1.2 in respect of the St Helena Hospital Shares, an amount equal to the balance of the Beatrix Ancillary Consideration. 9.4.2.2 The Beatrix Ancillary Consideration shall be settled on the Effective Date by means of crediting a special Beatrix loan account against Newco in an amount equal to the Beatrix Ancillary Consideration, which loan account shall be subject to the following terms and conditions - 9.4.2.2.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 9.4.2.2.2 the interest shall, unless otherwise agreed between Newco and Beatrix, be calculated and payable 6 (six) monthly in arrears; 9.4.2.2.3 it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between Beatrix and Newco) written notice by either Beatrix or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 61 9.4.2.2.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 9.4.2.2.3.2 Newco making a compromise offer in general to its creditors. 9.4.2.3 GFL and Beatrix shall procure the preparation of the Beatrix Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date. 9.4.3 CLOSING 9.4.3.1 On the Effective Date, Beatrix shall deliver to Newco, against compliance by Newco of its obligations in terms of clause 9.4.2, the share certificates in respect of the St Helena Hospital Shares together with transfer forms in respect thereof duly completed and signed by Beatrix in accordance with the articles of association of St Helena Hospital, but blank as to transferee. 9.4.3.2 Notwithstanding the date of signature hereof, but subject to the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the Beatrix Ancillary Assets shall pass to Newco with effect from the Effective Date. 9.4.4 REPRESENTATIONS AND WARRANTIES Beatrix represents and warrants that as at the date of signature hereof, the Beatrix Ancillary Assets are beneficially owned by it, that no third party has any existing or future right (including any option or right of first refusal) to acquire any of them and that it is entitled and able to dispose of them. Beatrix shall be deemed to have repeated each such representation and warranty as at the Effective Date. 9.4.5 INDEMNITY Newco shall, with effect from the Effective Date, indemnify and hold Beatrix and each of its Affiliates and its and their respective directors, employees and officers harmless from and against any and all claims, losses, damages or expenses of whatsoever nature or howsoever arising which Beatrix or any one of its Affiliates or its or their respective directors, employees or officers may suffer or incur as a result 62 of any act or omission of St Helena Hospital before or after the Effective Date. 9.5 MJV ENTERPRISE 9.5.1 SALE AND PURCHASE 9.5.1.1 The MJV hereby sells to Newco, which hereby purchases from the MJV, the MJV Enterprise as a going concern with effect from the Effective Date. 9.5.1.2 Notwithstanding the date of signature hereof, but subject to the provisions of clauses 9.5.5 and 9.5.7 and the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the MJV Enterprise shall pass to Newco with effect from the Effective Date. 9.5.2 MJV PURCHASE CONSIDERATION The purchase consideration payable by Newco to the MJV in respect of the MJV Enterprise ("the MJV Purchase Consideration") shall be an amount equal to the book values of the MJV Assets (as reflected in the MJV Accounts) less the book value of the MJV Liabilities (as reflected in the MJV Accounts). GFL and the MJV shall procure the preparation of the MJV Accounts and delivery of a copy thereof to Newco by no later than 10 (ten) Business Days after the Effective Date. 9.5.3 SETTLEMENT OF THE MJV PURCHASE CONSIDERATION The MJV Purchase Consideration shall be settled on the Effective Date by means of crediting a special MJV loan account against Newco in the name of the MJV in the books of Newco in an amount equal to the MJV Purchase Consideration, which loan account shall be subject to the following terms and conditions - 9.5.3.1 it shall bear interest at the Prescribed Rate with effect from the Effective Date; 9.5.3.2 the interest shall, unless otherwise agreed between Newco and the MJV, be calculated and payable 6 (six) monthly in arrears; 63 9.5.3.3 subject to clause 21, it shall be repayable in whole or in part from time to time on the giving of not less than 6 (six) months (or such shorter period as may be agreed between the MJV and Newco) written notice by either the MJV or Newco to the other of them, PROVIDED THAT in any event such loan account shall immediately become due and payable on the happening of any of the following - 9.5.3.3.1 the granting of an order, whether provisional or final, placing Newco under liquidation or judicial management; 9.5.3.3.2 Newco making a compromise offer in general to its creditors. 9.5.4 MJV LIABILITIES 9.5.4.1 Newco shall, with effect from the Effective Date, assume responsibility and liability for the due and proper discharge of the MJV Liabilities and, accordingly, Newco hereby indemnifies and holds Driefontein and Kloof harmless from and against any and all claims, loss, damage or expenses of whatsoever nature or howsoever arising which the MJV may suffer or incur in respect of the MJV Liabilities, irrespective of whether such liabilities were reflected in the MJV Accounts or not. 9.5.4.2 The provisions of this clause 9.5.4 shall enure to the benefit of the MJV, Driefontein, Kloof and their successors-in-title and assigns thereto, and shall be binding on Newco, and shall accordingly not be merely personal to the MJV, Driefontein, Kloofor Newco but shall remain binding on successors-in-title and assigns notwithstanding any cession and assignment hereof. 9.5.5 DELIVERY 9.5.5.1 The MJV shall, forthwith after the Effective Date, and against the crediting of the loan account referred to in clause 9.5.3, procure the drafting, notarial execution and registration of deeds of transfer in respect of the Registrable Assets of the MJV in a format and containing terms acceptable to Newco. Such notarial deeds of cession shall be bilateral and shall include all terms, conditions, provisions and ancillary rights and obligations mentioned or referred to in the present titles and applicable to the rights being ceded or 64 transferred. Newco undertakes to do all such acts and sign all such documents as may be necessary or incidental to complete, execute and register such documents. 9.5.5.2 The drafting, execution and registration of the notarial deeds of cession and of the deeds of transfer referred to in clause 9.5.5.1 shall be attended to by the notaries public and conveyancers of the MJV. Newco shall pay all costs relating to the transfer of the Registrable Assets of the MJV into the name of Newco. 9.5.5.3 On the Effective Date - 9.5.5.3.1 the MJV shall deliver the books and records of the MJV Enterprise then in its possession to Newco, PROVIDED THAT the MJV and its authorised representatives shall be entitled to have access to and make copies of such books and records to the extent reasonably and necessarily required by the MJV, inter alia, to enable it to prepare its annual financial statements; 9.5.5.3.2 the delivery of all of the MJV Assets which are capable of physical delivery shall be deemed to have taken place by the MJV constructively delivering them to Newco; 9.5.5.3.3 the MJV shall be deemed to have ceded to Newco, which shall be deemed to have accepted, all the MJV Assets which are not capable of physical delivery or delivery by registration; 9.5.5.3.4 the MJV shall deliver to Newco such documents, duly completed, as may be necessary to cede and assign to Newco all of its rights and obligations to the MJV Contracts and to vest ownership in and to the MJV Assets not otherwise dealt with in this clause 9.5.5. 9.5.6 THE MJV CONTRACTS 9.5.6.1 The MJV hereby cedes and assigns all of its right, title and interest and delegates all of its obligations in, to and under the MJV Contracts to Newco, which accepts such cession and assumes such obligations with effect from 65 the Effective Date. 9.5.6.2 Newco will ensure that all of the MJV Contracts will be fully complied with by Newco at its cost. 9.5.6.3 Newco hereby indemnifies and holds Driefontein and Kloof harmless from and against all and any claims, losses, damage or expenses of whatsoever nature and howsoever arising under any of the MJV Contracts which the MJV may suffer or incur as a result of any act or omission of Newco in respect of such MJV Contract. 9.5.6.4 The MJV undertakes to use reasonable commercial endeavours to procure the consent of all third parties (to the extent such consents are required) to the MJV Contracts to the cession and assignment of such MJV Contracts to Newco, with effect from the Effective Date. 9.5.6.5 Should any such third party fail or refuse to give its consent as aforesaid where such consent is a requirement for such cession and assignment, the MJV will continue to exercise the rights and fulfil the obligations under such MJV Contract as trustee for the benefit of Newco and in accordance with Newco's instructions on the basis that Newco hereby indemnifies Driefontein and Kloof and holds it harmless from and against all and any claims, losses, damages or expenses of whatsoever nature and howsoever arising which the MJV may suffer or incur as a consequence. 9.5.6.6 Should it not be possible for the Parties to implement the provisions of clause 9.5.6.5 for any reason, the Parties shall forthwith meet and in good faith endeavour to agree an alternative solution which will achieve the same or substantially the same result. 9.5.7 IMPLEMENTATION 9.5.7.1 With effect from the Effective Date - 9.5.7.1.1 Newco shall be entitled to exercise all common law and statutory rights in respect of, flowing from or attaching to the MJV Enterprise; 66 9.5.7.1.2 liability for compliance with all obligations and for payment of all monies in terms of or in respect of the conduct of the MJV Enterprise, including, but not limited to, rates, taxes, levies, imposts and monies in terms of applicable legislation, shall pass to Newco and Newco hereby undertakes forthwith on written demand by the MJV to refund to the MJV all such monies disbursed by the MJV after the Effective Date or in respect of any period after the Effective Date; 9.5.7.1.3 ownership and possession of the MJV Enterprise, other than in respect of the Registrable Assets of the MJV, shall pass to Newco; 9.5.7.1.4 risk in and to and the benefit of the MJV Enterprise shall pass to Newco; 9.5.7.1.4 Newco shall assume all liability for the MJV Liabilities. 9.5.7.2 Ownership in and to the Registrable Assets of the MJV shall pass to Newco on registration of the necessary transfer documents in the appropriate deeds registry into the name of Newco. 9.5.8 EMPLOYEES 9.5.8.1 Newco undertakes, having regard to the provisions of Section 197(2) of the Labour Relations Act, Act 66 of 1995, to employ, with effect from the Effective Date and upon terms and conditions of employment which are the same as those enjoyed by such employees with the MJV as at the Effective Date, those of the MJV employees who are employed in the conduct of the MJV Enterprise as at the Effective Date. In this regard, Newco assumes responsibility for all liabilities arising out of the employment by the MJV, prior to the Effective Date, of such employees as well as of previous employees of the MJV who were, during the course of their employment by the MJV, engaged in the conduct of the MJV Enterprise (collectively "Affected Employees"). 9.5.8.2 The liability for payment of all amounts of any nature whatsoever in respect of benefits due to the Affected Employees for past employment benefits, accumulated leave and the like shall be assumed by Newco with effect from 67 the Effective Date. 9.5.8.3 Newco indemnifies and holds Driefontein and Kloof harmless from and against all claims of whatsoever nature made against the MJV and costs incurred by the MJV in respect of any liability referred to in this clause 9.5.8 in respect of the Affected Employees, including all costs which may be awarded against the MJV in respect of any such demand, claim, action or other legal proceedings. Payment to the MJV by Newco shall be on demand. 9.5.8.4 The MJV shall notify Newco of any claim which may be made against the MJV in respect of any of the matters referred to in clause 9.5.8.3 within a reasonable time of the MJV becoming aware thereof, to enable Newco to take steps to contest such claim. 9.5.8.5 Newco shall be entitled to contest the claim concerned in the name of the MJV and shall be entitled to control the proceedings in regard thereto, PROVIDED THAT Newco's indemnity in favour of the MJV as set out in clause 9.5.8.3 remains of full force and effect. 9.5.8.6 It is recorded that the MJV employees derive their retirement and medical benefits from their individual membership of various retirement funds and medical schemes, and as membership of such funds and schemes shall continue on the same terms and conditions, it is not necessary for the MJV to provide for the transfer of any employees to any other fund or scheme. To the extent necessary, Newco indemnifies and holds Driefontein and Kloof harmless from and against any and all claims made by any Affected Employee in respect of retirement and medical benefits. 9.5.8.7 It is recorded that the MJV's net liability in respect of accrued annual leave, accrued holiday leave allowances, long service awards, accumulated bonus pay and all other payments that have accrued to the Affected Employees but have not been paid to such Affected Employees, will be provided for and reflected in the MJV Accounts. 9.5.8.8 With effect from the Effective Date, Newco shall - 68 9.5.8.8.1 assume liability to the Affected Employees in respect of the liabilities referred to in clause 9.5.8.7; 9.5.8.8.2 be liable for the payment of all severance costs (inclusive of notice pay) incurred in respect of retrenchments carried out prior to or after the Effective Date in relation to any Affected Employee; 9.5.8.8.3 assume liability in respect of all employee related liabilities in respect of the dismissal of an Affected Employee or the commission of an unfair labour practice or act of unfair discrimination, the cause of action of which arises prior to or after the Effective Date. 9.5.8.9 Newco hereby indemnifies the MJV and holds it harmless from and against any and all claims, losses, damages or expenses of whatsoever nature and howsoever arising which the MJV may suffer or incur as a result of the liabilities referred to in clause 9.5.8.8. 9.5.9 SALE VOETSTOOTS Subject to clause 9.5.11, the sale of the MJV Enterprise pursuant to this Agreement is and shall be voetstoots and subject to all rights, obligations, terms and conditions applicable thereto and to existing conditions of title (whether registered or not). 9.5.10 INSOLVENCY ACT ADVERTISEMENT The Parties agree that the sale of the MJV Enterprise pursuant to this Agreement shall not be published as contemplated in Section 34 of the Insolvency Act, 1936. 9.5.11 REPRESENTATIONS AND WARRANTIES The MJV represents and warrants that as at the date of signature hereof - 9.5.11.1 the MJV Enterprise is beneficially owned by it; 9.5.11.2 it is entitled and able to dispose of the MJV Enterprise; and 9.5.11.3 no third party has any existing or future right (including any option or right of 69 first refusal) to acquire the MJV Enterprise. The MJV shall be deemed to have repeated each such representation and warranty as at the Effective Date. PART H GFL ANCILLARY ASSETS 10.1 SALE AND CESSION As one indivisible transaction - 10.1.1 GFL hereby sells to Beatrix, which hereby purchases from GFL, the OGH Shares; and 10.1.2 GFL hereby cedes to Beatrix, which hereby accepts such cession from GFL, all of its right, title and interest in and to the OGH Loans; with effect from the date of signature hereof, subject to the terms and conditions set out in this Agreement. 10.2 CONSIDERATION AND SETTLEMENT 10.2.1 The consideration payable by Beatrix to GFL in respect of the OGH Shares and the OGH Loans shall be an amount equal to the book value of the OGH Shares and the OGH Loans as reflected in the audited financial accounts ("the 2003 Accounts") of GFL as at 30 June 2003 ("the OGH Shares Consideration"). The OGH Shares Consideration shall be allocated as follows - 10.2.1.1 in respect of the OGH Loans, an amount equal to the face value thereof as reflected in the 2003 Accounts; and 10.2.1.2 in respect of the OGH Shares, an amount equal to the balance of the OGH Shares Consideration. 70 10.2.2 The OGH Shares Consideration shall be settled on the date of signature hereof by way of Beatrix issuing new Beatrix ordinary shares equal to the value of the OGH Shares Consideration to GFL. 10.3 CLOSING 10.3.1 On the date of signature hereof, GFL shall deliver to Beatrix, against compliance by Beatrix of its obligations in terms of clause 10.2, the share certificates in respect of the OGH Shares together with transfer forms in respect thereof duly completed and signed by GFL in accordance with the articles of association of OGH, but blank as to transferee. 10.3.2 Notwithstanding the date of signature hereof, but subject to the fulfilment of the Conditions Precedent, ownership, risk in and to and the benefit of the OGH Shares and the OGH Loans shall pass to Beatrix with effect from the date of signature hereof. 10.4 REPRESENTATIONS AND WARRANTIES GFL represents and warrants that as at the date of signature hereof, the OGH Shares and the OGH Loans are beneficially owned by it, that no third party has any existing or future right (including any option or right of first refusal) to acquire any of them and that it is entitled and able to dispose of them. GFL shall be deemed to have repeated each such representation and warranty as at the date of signature hereof. 10.5 INDEMNITY Beatrix shall, with effect from the date of signature hereof, indemnify and hold GFL and each of its Affiliates and its and their respective directors, employees and officers harmless from and against any and all claims, losses, damages or expenses of whatsoever nature or howsoever arising which GFL or any of its Affiliates or its or their respective directors, employees or officers may suffer or incur as a result of any act or omission of OGH before or after the date of signature hereof. 71 PART I 11. INDIVISIBILITY 11.1 The sale of each of the Security Shares, the Security Loans, the Beatrix Enterprise, the Kloof Enterprise, the Driefontein Enterprise, the Contiguous Rights and the Ancillary Assets shall constitute one indivisible transaction. 11.2 If any one fails to take effect or having taken effect is afterwards cancelled or falls away or is otherwise terminated or ceases to be of any force or effect for any reason, then each other part of this Agreement shall fail to take effect or, if having taken effect, shall similarly be cancelled or fall away or otherwise be terminated and be of no further force or effect. 12. ARBITRATION 12.1 Any dispute between the Parties arising out of or in connection with this Agreement or its interpretation or their respective rights and obligations under this Agreement or its cancellation or any matter arising out of its cancellation, shall be submitted to and decided by arbitration. 12.2 The arbitration shall be held in accordance with the rules of the Arbitration Foundation of South Africa by a practising Senior Counsel of not less than 5 (five) years' standing who shall be agreed upon between the Parties or, failing agreement within 10 (ten) Business Days after submission for arbitration, appointed by the Arbitration Foundation of South Africa. 12.3 The arbitrator shall be obliged to give the reasons for any decision made by him in the course of the arbitration. 12.4 Nothing in this clause 12 shall preclude any Party from seeking any interim or urgent relief from any competent court having jurisdiction pending the institution of any arbitration proceedings in terms of this clause 12. 13. BREACH No Party shall be entitled to cancel this Agreement for any breach by any other Party 72 unless the breach is material and goes to the root of the agreement in question and being such a breach is not capable of being remedied by specific performance within a reasonable time after the occurrence of the breach, or by the payment of damages, or if it is capable of being so remedied is not so remedied within a reasonable time after the Party in breach receives written notice to do so. 14. GENERAL 14.1 This Agreement contains the entire agreement between the Parties in respect of the transactions recorded in it. 14.2 No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this Agreement. 14.3 No failure by a Party to enforce any provision of this Agreement shall constitute a waiver of such provision or effect in any way a Party's right to require performance of any such provision at any time in the future, not shall the waiver of any subsequent breach nullify the effectiveness of the provision itself. 14.4 No agreement to vary, add to or cancel this Agreement or any of its terms shall be of any force or effect unless reduced to writing and signed by or on behalf of all the Parties. 14.5 No Party may cede any of its rights or delegate any of its obligations under this Agreement. 14.6 Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to such Party or which thereafter may accrue in respect of any act or omission prior to such termination. 14.7 This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Party may enter into this Agreement by signing any such counterpart. 15. DOMICILIUM CITANDI ET EXECUTANDI 15.1 The Parties choose as their domicilia citandi citandi et executandi for all purposes 73 under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following address - Physical: 24 St Andrew Road Parktown, 2193 Johannesburg Postal: Postnet Suite 252 Private Bag X30500 Houghton 2041 Telefax: +27 11 484 0627 15.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax. 15.3 Any Party may by notice to any other Party change the physical address chosen as its domicilium citandi et executandi to another physical address where postal delivery occurs in Gauteng or its postal address or its telefax number, provided that the change shall become effective on the 5th Business Day from the deemed receipt of the notice by such other Party. 15.4 Any notice to a Party - 15.4.1 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or 15.4.2 sent by telefax to its chosen telefax number stipulated in clause 15.1, shall be deemed to have been received on the date of successful despatch (unless the contrary is proved). 15.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or 74 communication to it notwithstanding that it was not sent or delivered at its chosen domicilium citandi et executandi. 16. CONFIDENTIALITY The Parties undertake to ensure that the Security Consideration, the Beatrix Purchase Consideration, the Driefontein Purchase Consideration, the Kloof Purchase Consideration, the Contiguous Purchase Consideration, the SA Service Division Purchase Consideration, the Shared Services Ancillary Consideration, the Golden Produce Ancillary Consideration, the Beatrix Ancillary Consideration, the MJV Purchase Consideration and the OGH Shares Consideration and any other details of this Agreement are kept confidential and are not disclosed to any other person, subject to the Parties' obligations to their shareholders, the regulatory authorities or any law. 17. GOVERNING LAW AND SUBMISSION TO JURISDICTION 17.1 This Agreement will be interpreted and implemented in accordance with the laws of the Republic of South Africa (other than its rules of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby). 17.2 Subject to clause 12, each Party to this Agreement irrevocably and unconditionally submits itself and its property, in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgement in respect of this agreement, to the non-exclusive jurisdiction of the High Court of South Africa (Witwatersrand Local Division or its successor). 18. COSTS All costs of and incidental to the preparation of this Agreement and its implementation, shall be borne by Newco. 19 SALE AS A GOING CONCERN 19.1 It is recorded and agreed that - 19.1.1 the sale of the Beatrix Enterprise is the sale of an enterprise as a going concern; 75 19.1.2 the Beatrix Enterprise will be an income-earning activity on the Effective Date; and 19.1.3 the assets which are necessary for carrying on the Beatrix Enterprise are being disposed of by Beatrix to Newco in terms of this Agreement. 19.2 It is recorded and agreed that - 19.2.1 the sale of the Driefontein Enterprise is the sale of an enterprise as a going concern; 19.2.2 the Driefontein Enterprise will be an income-earning activity on the Effective Date; and 19.2.3 the assets which are necessary for carrying on the Driefontein Enterprise are being disposed of by Driefontein to Newco in terms of this Agreement. 19.3 It is recorded and agreed that - 19.3.1 the sale of the Kloof Enterprise is the sale of an enterprise as a going concern; 19.3.2 the Kloof Enterprise will be an income-earning activity on the Effective Date; and 19.3.3 the assets which are necessary for carrying on the Kloof Enterprise are being disposed of by Kloof to Newco in terms of this Agreement. 19.4 It is recorded and agreed that - 19.4.1 the sale of the MJV Enterprise is the sale of an enterprise as a going concern; 19.4.2 the MJV Enterprise will be an income-earning activity on the Effective Date; and 19.4.3 the assets which are necessary for carrying on the MJV Enterprise are being 76 disposed of by the MJV to Newco in terms of this Agreement. 19.5 It is recorded and agreed that - 19.4.1 the sale of the SA Service Division is the sale of an enterprise as a going concern; 19.4.2 the SA Service Division will be an income-earning activity on the Effective Date; and 19.4.3 the assets which are necessary for carrying on the SA Service Division are being disposed of by GFLMS to Newco in terms of this Agreement. Accordingly, the Parties intend that these transactions will be zero-rated pursuant to the provisions of Section 11(1)(e) of the VAT Act. Beatrix, Driefontein, Kloof, MJV and GFLMS will, on this basis, issue a zero-rated tax invoice to Newco. The Beatrix Purchase Consideration, the Driefontein Purchase Consideration, the Kloof Purchase Consideration, the MJV Purchase Consideration and the SA Service Division Purchase Consideration are exclusive of value-added tax (if any) which may be payable in respect of this transaction. Notwithstanding the above, if VAT becomes payable for any reason whatsoever, the purchaser of the enterprise in question shall pay same to the seller in question on the presentation of a valid tax invoice. 20. ACCOUNTS GFL warrants that, to the best of its knowledge, the audited financial accounts of GFL and its Affiliates as at 30 June 2003 and the management accounts ("the Management Accounts) to be prepared as at, and for the period from the date of the audited accounts to the Effective Date (including the Beatrix Accounts, the Driefontein Accounts, the GFL Accounts, the GFLMS Accounts, the Kloof Accounts and the MJV Accounts), have been or will be, as the case may be, prepared - 20.1 in accordance with Generally Accepted Accounting Practices of South Africa (including the Companies Act and all other applicable laws); 20.2 subject to clause 20.1, in a manner such as to fairly present the state of affairs, operations and results of the companies and businesses concerned as at the date 77 thereof and for the period to which they relate; and 20.3 unless inconsistent with clause 20.2, upon the same bases and applying the same criteria as were applied in the preparation of the audited financial statements of the parties concerned in previous financial years. 21. LOAN ACCOUNTS To the extent that Newco raises finance from any third party, Newco shall apply such funds to proportionately reduce the loan accounts created in terms of clauses 5.3, 6.3, 7.3, 8.3, 9.1.3, 9.2.2.2, 9.3.2.2, 9.4.2.2 and 9.5.3. SIGNED AT_______________________ON__________________________________________2003 FOR: BEATRIX MINING VENTURES LIMITED ________________________________________________ DIRECTOR WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO AS WITNESSES: 1. _________________ 2. _________________ SIGNED AT_______________________ON__________________________________________2003 FOR: DRIEFONTEIN CONSOLIDATED (PROPRIETARY) LIMITED ________________________________________________ DIRECTOR WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO AS WITNESSES: 1. _________________ 2. _________________ 78 SIGNED AT_______________________ON__________________________________________2003 FOR: KLOOF GOLD MINING COMPANY LIMITED ________________________________________________ DIRECTOR WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO AS WITNESSES: 1. _________________ 2. _________________ SIGNED AT_______________________ON__________________________________________2003 FOR: GFL MINING SERVICES LIMITED ________________________________________________ DIRECTOR WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO AS WITNESSES: 1. _________________ 2. _________________ SIGNED AT_______________________ON__________________________________________2003 FOR: GOLD FIELDS LIMITED ________________________________________________ DIRECTOR WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO AS WITNESSES: 1. _________________ 2. _________________ 79 SIGNED AT_______________________ON__________________________________________2003 FOR: NEWSHELF 706 LIMITED ________________________________________________ WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO AS WITNESSES: 1. _________________ 2. _________________ 80 ANNEXURE "A" MARKETABLE SECURITIES TO BE TRANSFERRED 81 Shares as at June 2003 CHAMBER OF MINES
Number Value Beatrix Mine 54,591 317,007 Driefontein Consolidated 145,109 664,570 Kloof Consolidated 119,889 600,083 St Helena 5,151 30,000 --------------------------- Total 324,740 1,611,660 ---------------------------
RAND REFINERY
Number Value Beatrix Mine 19,568 3,919,912 Driefontein Consolidated 53,281 6,180,021 Kloof Consolidated 52,141 8,360,665 Oryx 2,151 316,909 St Helena 3,160 608,000 --------------------------- Total 130,301 19,385,507 ---------------------------
RAND MUTUAL ASSURANCE
Number Value Beatrix 361 7,240 Driefontein Consolidated 1,223 20,212 Kloof Consolidated 1,447 28,951 St Helena 473 9,000 GFL(MS) - Loan 200 ------------------------ Total 3,504 65,603 ------------------------
TEBA
Number Value Beatrix 62,623 303,921 Beatrix - loan 77,057 Driefontein Consolidated 200,743 695,275 Kloof Consolidated 185,599 637,329 Oryx 27,371 93,809 Saints 31,630 114,999 ------------------------- 507,966 1,922,390 -------------------------
ANNEXURE "B" BEATRIX MINING AND MINERAL RIGHTS AND LAND 82 ANNEXURE "B1" BEATRIX MINING VENTURES LIMITED (BEATRIX MINE) MINING LEASES YEAR ENDING 30 JUNE 2003
------------------------------------------------------------------------------------------------------------------------- MINING LEASE TOTAL NO OF REF NO FARM DISTRICT AREA(HA) CLAIMS COMMENTS ------------------------------------------------------------------------------------------------------------------------- SHM/M2/02 19/92 Kalkoenkrans 225 Theunissen 4 176.2092 Diagram S G No 291/1991 (Cession 20/92) RE 1 626.3671 RMT No M32/91 2 855.8821 Palmietkuil 328 Theunissen RE 425.8044 RE 1 856.5209 4 513.9175 5 342.6625 6 428.2299 Boschluisspruit 278 Theunissen 1 545.0323 --------- 4770.6259 --------- ------------------------------------------------------------------------------------------------------------------------- SHM/M2/03 No 5/1984 Mooivlakle 199 Theunissen Portion 178.3756 RMT No M10/1983 (Cession 15/2000) Annex Mooivlakle 208 Theunissen Farm 15.0216 Diagram S G No 1376/1982 Digilo 405 Theunissen Portion 23.1765 Leeuwaarden 171 Theunissen Farm 86.5759 Doorndeel 236 Theunissen Farm 285.4806 Harmonie 579 Theunissen Portion 333.4986 Leeuwbult 52 Theunissen RE 1296.9150 --------- 2219.0438 --------- -------------------------------------------------------------------------------------------------------------------------
Page 1 of 1 ANNEXURE "B2" BEATRIX MINING VENTURES LIMITED (BEATRIX MINE) MINERAL RIGHTS YEAR ENDING 30 JUNE 2003
-------------------------------------------------------------------------------------- OPERATION REF TITLE FARM DISTRICT PORTION -------------------------------------------------------------------------------------- Beatrix SHM/M1/13 K365/2000RM Leeuwvlei 115 Theunissen 1(Leeunek) Goedemoed 143 Theunissen RE Excelsior 147 Theunissen 1 -------------------------------------------------------------------------------------- Beatrix SHM/M1/14 K332/2000RM Siberia 164 Theunissen RE(1/2) Leeuwaarden 171 Theunissen Pulchrum 189 (1/2) Leeuwaarden 171 Theunissen Digito 405 (1/2) -------------------------------------------------------------------------------------- Beatrix SHM/M1/15 K333/2000RM Siberia 164 Theunissen RE(1/2) Leeuwaarden 171 Theunissen Pulchrum 189 (1/2) Leeuwaarden 171 Theunissen Digito 405 (1/2) -------------------------------------------------------------------------------------- Beatrix SHM/M1/16 K334/2000RM Grusde 229 Theunissen RE Mooivlakte 1199 Theunissen Annex Grusde 474 -------------------------------------------------------------------------------------- Beatrix SHM/M1/17 K335/2000RM Rondehoek 200 Theunissen Farm Kovno 235 Theunissen Farm -------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------ AREA EQ AREA OPERATION (HA) (HA) RIGHTS HELD COMMENTS ------------------------------------------------------------------------------------ Beatrix 58.6403 All rights to minerals (precious stones excluded) 186.2429 All rights to minerals (precious stones excluded) 247.7433 All rights to minerals (precious stones excluded) ------------------------------------------------------------------------------------ Beatrix 42.8273 21.4137 All rights to metals and minerals 42.7210 21.3605 All rights to metals and minerals 85.6532 42.8266 All rights to metals and minerals ------------------------------------------------------------------------------------ Beatrix 42.8273 21.4137 All rights to metals and minerals, precious and semi-precious stones 42.7210 21.3605 All rights to metals and minerals, precious and semi-precious stones 85.6532 42.8266 All rights to metals and minerals, precious and semi-precious stones ------------------------------------------------------------------------------------ Beatrix 111.195 All rights to minerals 15.0507 All rights to minerals ------------------------------------------------------------------------------------ Beatrix 142.7953 All rights to precious metals and base minerals 15.2177 All rights to precious metals and base minerals ------------------------------------------------------------------------------------
Page 1 of 5
---------------------------------------------------------------------------------------- OPERATION REF TITLE FARM DISTRICT PORTION ---------------------------------------------------------------------------------------- Beatrix SHM/M1/17 K335/2000RM Vlakpan 358 Theunissen Farm Doorn Rivier 330 Theunissen 2(Tewie) Weltevreden 443 Theunissen MA 2(-/MA 1) ---------------------------------------------------------------------------------------- Beatrix SHM/M1/18 K336/2000RM Excelsior 147 Theunissen RE ---------------------------------------------------------------------------------------- Beatrix SHM/M1/19 K337/2000RM Leeuwaarden 171 Theunissen RE ---------------------------------------------------------------------------------------- Beatrix SHM/M1/20 K343/2000RM Harmonie 579 Theunissen Farm(3/5) ---------------------------------------------------------------------------------------- Beatrix SHM/M1/21 K344/2000RM Mooivlakte 199 Theunissen RE Grusde 229 Annex Mooivlakte 208 ---------------------------------------------------------------------------------------- Beatrix SHM/M1/22 K345/2000RM Doorndeel 236 Theunissen Farm ---------------------------------------------------------------------------------------- 4# SHM/M1/23 K327/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6) ---------------------------------------------------------------------------------------- 4# SHM/M1/24 K328/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6) ---------------------------------------------------------------------------------------- 4# SHM/M1/25 K331/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6) ---------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------- AREA EQ AREA OPERATION (HA) (HA) RIGHTS HELD COMMENTS ------------------------------------------------------------------------------------- Beatrix 200.7725 All rights to precious metals and base minerals 627.838 All rights to metals and minerals, precious and base 176.2476 All rights to precious metals and base minerals ------------------------------------------------------------------------------------- Beatrix 428.266 All rights to metals and minerals, precious and base, excluding diamonds ------------------------------------------------------------------------------------- Beatrix 85.6532 All rights to metals and minerals, precious and base ------------------------------------------------------------------------------------- Beatrix 620.2220 372.1332 All rights to minerals ------------------------------------------------------------------------------------- Beatrix 336.3729 All rights to minerals(excluding diamonds) ---------------------------------- 15.0507 All rights to minerals(excluding diamonds) ------------------------------------------------------------------------------------- Beatrix 286.9382 All rights to metals and minerals, precious and base, and precious stones ------------------------------------------------------------------------------------- 4# 626.8749 104.4791 All rights to metals and minerals, precious and base, and precious stones ------------------------------------------------------------------------------------- 4# 626.8749 104.4791 All rights to metals and minerals, precious and base, and precious stones ------------------------------------------------------------------------------------- 4# 626.8749 104.4791 All rights to metals and minerals, precious and base, and precious stones -------------------------------------------------------------------------------------
Page 2 of 5
---------------------------------------------------------------------------------------- OPERATION REF TITLE FARM DISTRICT PORTION ---------------------------------------------------------------------------------------- 4# SHM/M1/26 K324/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6) ---------------------------------------------------------------------------------------- 4# SHM/M1/27 K329/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6) ---------------------------------------------------------------------------------------- 4# SHM/M1/28 K339/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6) ---------------------------------------------------------------------------------------- 4# SHM/M1/29 K342/2000RM Boschluisspruit 278 Theunissen 1 (Makoupan) ---------------------------------------------------------------------------------------- 4# SHM/M1/30 K325/2000RM Palmietkuil 328 Theunissen 6 RE ---------------------------------------------------------------------------------------- 4# SHM/M1/31 K330/2000RM Kalkoenkrans 225 Theunissen 4 (Johannes) ---------------------------------------------------------------------------------------- 4# SHM/M1/32 K326/2000RM Palmietkuil 328 Theunissen RE 1 (Mariana) ---------------------------------------------------------------------------------------- 4# SHM/M1/33 K440/2000RM Palmietkuil 328 Theunissen 3(1/2) 2(1/2) 4(1/2) ---------------------------------------------------------------------------------------- 4# SHM/M1/34 K341/2000RM Palmietkuil 328 Theunissen 5(-/1) ---------------------------------------------------------------------------------------- 4# SHM/M1/35 K340/2000RM Kalkoenkrans 225 Theunissen 2 (Beverley) ---------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------ AREA EQ AREA OPERATION (HA) (HA) RIGHTS HELD COMMENTS ------------------------------------------------------------------------------------ 4# 626.8749 104.4791 All rights to metals and minerals, precious and base, and precious stones ------------------------------------------------------------------------------------ 4# 626.8749 104.4791 All rights to metals and minerals, precious and base, and precious stones ------------------------------------------------------------------------------------ 4# 626.8749 104.4791 All rights to metals and minerals, precious and base, and precious stones ------------------------------------------------------------------------------------ 4# 545.3254 All rights to metals and minerals, precious and non-precious, and precious stones ------------------------------------------------------------------------------------ 4# 428.266 All rights to minerals 428.266 All rights to minerals ------------------------------------------------------------------------------------ 4# 176.1319 All rights to metals, minerals and precious stones ------------------------------------------------------------------------------------ 4# 856.5320 All rights to minerals ------------------------------------------------------------------------------------ 4# 428.2660 214.1330 All rights to minerals 85.6532 42.8266 All rights to minerals 513.9192 256.9596 All rights to minerals ------------------------------------------------------------------------------------ 4# 342.6128 All rights to minerals ------------------------------------------------------------------------------------ 4# 856.5320 All rights to minerals ------------------------------------------------------------------------------------
Page 3 of 5
------------------------------------------------------------------------------------------------------------------------------------ AREA EQ AREA OPERATION REF TITLE FARM DISTRICT PORTION (HA) (HA) RIGHTS HELD COMMENTS ------------------------------------------------------------------------------------------------------------------------------------ Sand River SHM/M1/36 K399/2000RM Hakkies 695 Ventersburg 4 (-/1) 256.9596 All rights to gold (Bakkies) and other precious and base minerals and metals, coal, oil and oil shale RE 1 278.3729 All rights to gold (Tewie) and other precious and base minerals and metals, coal, oil and oil shale Yatala 73 Ventersburg RE 321.1995 All rights to gold and other precious and base minerals and metals, excluding diamonds and coal Kalkoenkrans 225 Theunissen 3 942.1852 All rights to gold (Welkom) and other precious and base metals and minerals, precious stones and diamonds, and mineral substances of every kind whatsoever, including coal, shale mineral oil excepted RE 855.6041 All rights to gold and other precious and base metals and minerals, precious stones and diamonds, and mineral substances of every kind whatsoever, including coal, shale mineral oil excepted Yatala 73 Ventersburg Glen Ross 654 321.1995 The mineral rights Stillewoning 703 Ventersburg Farm 690.9801 The mineral rights ------------------------------------------------------------------------------------------------------------------------------------ Sand River SHM/M1/37 K519/2000S Mond van Theunissen MA 6(-/MA1) 172.9405 All rights to Doornrivier 38 (on RE) precious metals and base minerals excluding diamonds, coal, sand, stone and clay MA 4 (-/MA 2) All rights to (on Ptn 1) precious metals and base minerals excluding diamonds, coal, sand, stone and clay MA 5 (-/MA 3) All rights to (on Ptn 2) precious metals and base minerals excluding diamonds, coal, sand, stone and clay ------------------------------------------------------------------------------------------------------------------------------------
Page 4 of 5
------------------------------------------------------------------------------------------------------------------------------------ AREA EQ AREA OPERATION REF TITLE FARM DISTRICT PORTION (HA) (HA) RIGHTS HELD COMMENTS ------------------------------------------------------------------------------------------------------------------------------------ SHM/M1/37 K519/2000S Lekkerlewe 1660 Winburg Farm 85.6532 All rights to gold, (cont.) precious and base metals and minerals, excluding diamonds, coal, sand, stone and clay Dicier 1935 Winburg Farm 85.6532 All rights to gold, precious and base metals and minerals, excluding diamonds, coal, sand, stone and clay Monstari 1798 Winburg Farm 128.4798 All rights to gold, precious and base metals and minerals, excluding diamonds, coal, sand, stone and clay Togazo 1795 Winburg Farm 85.6532 All rights to gold, silver, precious stones and base minerals and metals excluding diamonds, coal, sand, stone and clay Josero 1796 Winburg Farm 82.8426 All rights to gold, silver, precious stones and base minerals and metals excluding diamonds, coal, sand, stone and clay Zippa 1797 Winburg Farm 47.2164 All rights to gold, silver, precious stones and base minerals and metals excluding diamonds, coal, sand, stone and clay Welgelegen 382 Winburg RE (1/2) 168.4500 84.225 All rights to gold and other precious and base metals and minerals and precious stones excluding diamonds coal, sand, stone and clay ------------------------------------------------------------------------------------------------------------------------------------ "Doorn Rivier" SHM/M1/38 K839/2000RM Doorn Rivier 330 Theunissen RE 1271.0935 The right to metals and minerals, precious and base (diamond rights excluded) ------------------------------------------------------------------------------------------------------------------------------------
Page 5 of 5 ANNEXURE "B3" BEATRIX MINING VENTURES LIMITED (BEATRIX MINE) SURFACE RIGHT PERMITS YEAR ENDING 30 JUNE 2003
----------------------------------------------------------------------------------------------------------------------------- AREA REF PERMIT NO FARM RMT NO (HA) PURPOSE ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/91 24/88 Leeuwbult 52 0.47/88 4.7404 Explosives magazines with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/92 74/88 Leeuwbult 52 0.46/88 0.8585 Electrical substation with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/93 76/88 Leeuwbult 52 0.44/88 21.9550 Mine stores with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/94 118/87 Leeuwbult 52 0.79/87 9.3046 Training centre with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/95 119/87 Leeuwbult 52 0.76/87 18.2892 Recreation and sports fieldswith fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/96 120/87 Leeuwbult 52 0.80/87 12.4050 Gold recovery plant with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/97 121/87 Leeuwbult 52 0.77/87 19.5636 Waste rock dump with fencing 13.4720 Shaft equipment with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/98 148/87 Harmonie 579 0.78/87 5.8297 Sewage disposal works with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/99 171/90 Leeuwbult 52 0.180/90 120.2612 Evaporation dams with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/100 304/90 Leeuwbult 52 & 0.30/88 192.9481 Evaporation dams with fencing Harmonie 579 ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/101 296/90 Leeuwbult 52 & 0.298/90 127.5091 Evaporation dams with fencing Harmonie 579 ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/102 291/90 Leeuwbult 52 0.292/90 4.0537 Reef stockpile with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/103 004/91 Leeuwbult 52 0.347/90 5.9334 Security barracks and incidental amenities with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/104 43/91 Leeuwbult 52 0.27/91 0.0643 Cementary for mine employees with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/105 49/91 Leeuwbult 52 0.147/90 0.0060 Mine road, underground electric cable and storm water drains ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/106 52/91 Harmonie 579 & 0.41/88 24831 Parking with fencing Leeuwbult 52 0.0020 Access road ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/107 59/91 Harmonie 579 0.44/91 0.0015 Mine road ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/108 60/91 Leeuwbult 52 0.45/91 175.1854 Slimes dam with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/109 42/91 Leeuwbult 52 0.190/90 0.0003 Buried sewage pipe line ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/110 44/91 Leeuwbult 52 0.182/90 0.0003 Buried sewage pipe line ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/111 79/91 Leeuwbult 52 0.60/91 12.6608 Shaft equipment with fencing ----------------------------------------------------------------------------------------------------------------------------- SHM/S1/112 88/91 Leeuwbult 52 0.61/91 3.8860 Mine offices with fencing -----------------------------------------------------------------------------------------------------------------------------
Page 1 of 2
AREA REF PERMIT NO FARM RMT NO (HA) PURPOSE -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/113 116/91 Leeuwbult 52 0.114/91 0.0006 Underground earth cable & Harmonie 579 -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/114 119/91 Leeuwbult 52 0.113/91 0.0006 Buried sewage pipe line & Harmonie 579 -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/115 123/91 Leeuwbult 52 0.112/91 0.0003 Surface water pipe line -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/116 173/91 Mooivlakte 199 0.202/90 0.0008 Underground water pipe line -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/117 176/91 Leeuwbult 52 0.166/91 33.3543 Residential quarters for mine employees & Harmonie 579 and incidental amenities with fencing -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/118 164/91 Mooivlakte 199 0.155/91 8.7379 Airstrip with fencing -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/119 234/91 Harmonie 579 0.200/90 0.0006 Underground water pipe line -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/120 250/91 Leeuwbult 52 0.242/91 0.5715 Extension for parking for mine employees with fencing & Harmonie 579 -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/121 145/92 Leeuwbult 52 0.203/90 0.0003 Underground water pipe line -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/122 73/93 Leeuwbult 52 0.70/93 1.6686 Main substation with fencing -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/123 83/93 Leeuwbult 52 0.38/93 0.2600 Surface water pipe line -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/124 93/93 Leeuwbult 52 0.89/93 0.2625 Mine railway line -------------------------------------------------------------------------------------------------------------------------------- SHM/S1/125 96/93 Harmonie 579 0.128/90 9.5066 Extension to sewage works with fencing --------------------------------------------------------------------------------------------------------------------------------
Page 2 of 2 ANNEXURE "B4" BEATRIX MINING VENTURES LIMITED (BEATRIX MINE) SERVITUDES YEAR ENDING 30 JUNE 2003
AREA REF TITLE FARM DISTRICT PORTION (HA) RIGHTS HELD DIAGRAM ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/01 K1461/1984S Kalkoenkrans 225 Theunissen 2 856.532 Servitude for a pipe line Diagram SG No 972/1983 (Beverley) with related rights ------------------------------------------------------------------------------------------------------------------------------------ SHM/M2/02 K1755/1984S Kalkoenkrans 225 Theunissen RE 1 626.8749 Servitude for a water pipe Diagram SG No 971/1983 (Irene) line with related rights ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/03 K232/1985S Annex Glen Ross Theunissen 3 93.1316 Servitude for a water pipe line Diagram SG No 970/1983 562 ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/04 K1490/1984S Stillewoning 703 Ventersburg RE 592.4789 Servitude for a water pipe line Diagram SG No 969/1983 ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/05 K1322/1984S Jonkers Rust 72 Ventersburg Farm 565.5395 Servitude for a water pipe line Diagram SG No 968/1983 ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/06 K363/2000S Rondehoek 200 Theunissen Farm 142.7953 Servitude for a water pipe line Diagram SG No 834/1988 ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/07 K364/2000S Mooivlakte 199 Theunissen RE 336.3729 Servitude for a water pipe line Diagram SG No 833/1988 ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/08 K505/2000S Mooivlakte 199 Theunissen RE 336.3729 Servitude for a landing strip Diagram SG No 266/1981 ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/09 K369/2000S Rondehoek 200 Theunissen Farm 142.7953 Servitude for a landing strip Diagram SG No 267/1981 ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/10 K368/2000S Dicier 404 Theunissen Farm 85.6532 Servitude for a right of ay Diagram SG No 1005/1991 ------------------------------------------------------------------------------------------------------------------------------------ SHM/S2/11 K367/2000S Toulon 368 Theunissen Farm 596.092 Servitude for a power and pipe line Diagram SG No 745/1978 Klein Palmietkuil 407 Theunissen RE 281.6872 Servitude for a power and pipe line Diagram SG No 744/1978 ------------------------------------------------------------------------------------------------------------------------------------
Page 1 of 1 ANNEXURE"B5" BEATRIX MINING VENTURES LIMITED (BEATRIX MINE) REAL RIGHTS YEAR ENDING 30 JUNE 2003
AREA REF TITLE FARM DISTRICT PORTION (HA) RIGHTS HELD COMMENTS ---------------------------------------------------------------------------------------------------------------------- SHM/M8/06 K370/2000S Leeuwaarden 171 Theunissen RE 85.6532 Doorndeel 236 Theunissen Farm 286.9382 Silesia 409 Theunissen RE 89.786 Real Rights : Right to Claim licence Siberia 164 Theunissen RE 42.8273 moneys and Mining Lease rentals Pulchrum 189 Theunissen Farm 42.721 Digito 405 Theunissen Farm 85.6532 ---------------------------------------------------------------------------------------------------------------------- SHM/M8/07 K371/2000S Plecy 82 Theunissen Farm 342.6128 Real Rights : Right to Claim licence moneys and Mining Lease rentals ----------------------------------------------------------------------------------------------------------------------
Page 1 of 1 ANNEXURE"B6" BEATRIX MINING VENTURES LIMITED (BEATRIX MINE) FREEHOLD FARMS YEAR ENDING 30 JUNE 2003
OPERATION REF TITLE FARM DISTRICT PORTION ---------------------------------------------------------------------------------- 4# SHM/T1/01 T11467/1982 Palmietkuil 328 Theunissen RE 1 (Mariana) ---------------------------------------------------------------------------------- Beatrix Mine SHM/T1/04 T3478/1954 Katboschdraai 22 Welkom 1 ---------------------------------------------------------------------------------- 4# SHM/T1/05 T15185/1981 Kalkoenkrans 225 Theunissen 4 (Johannes) Palmietkuil 328 Theunissen 6 RE ---------------------------------------------------------------------------------- Beatrix Mine SHM/T1/06 T111/1952 Wolvepan 85 Welkom 1 (Waterbron) ---------------------------------------------------------------------------------- Beatrix Mine SHM/T1/07 T1115/1956 Rietpan 123 Welkom 1 ---------------------------------------------------------------------------------- Beatrix Mine SHM/T1/08 T4796/1958 Walkersvlei 133 Welkom Farm ---------------------------------------------------------------------------------- 4# SHM/T1/10 T16262/1992 Annex Glen Ross 562 Theunissen 9 Kalkoenkrans 225 Theunissen RE 1 (Irene) ---------------------------------------------------------------------------------- Beatrix Mine SHM/T1/15 T24032/2000 Leeuwbult 52 Theunissen RE ---------------------------------------------------------------------------------- Beatrix Mine SHM/T1/16 T22467/2000 Harmonie 579 Theunissen RE ---------------------------------------------------------------------------------- Beatrix Mine SHM/T1/17 T23077/2000 Leeuwaarden 171 Theunissen RE Doorndeel 236 Theunissen RE ---------------------------------------------------------------------------------- AREA EQ AREA OPERATION (HA) (HA) RIGHTS HELD COMMENTS ---------------------------------------------------------------------------------- 4# 856.5320 Surface ---------------------------------------------------------------------------------- Beatrix Mine 144.6974 Surface Evaporation system ---------------------------------------------------------------------------------- 4# 176.1319 Surface 428.2660 Surface 428.2660 Surface ---------------------------------------------------------------------------------- Beatrix Mine 358.2998 Surface Evaporation system ---------------------------------------------------------------------------------- Beatrix Mine 92.5246 Surface Evaporation System ---------------------------------------------------------------------------------- Beatrix Mine 352.9192 Surface Evaporation System ---------------------------------------------------------------------------------- 4# 0.7601 Surface 626.8749 Surface ---------------------------------------------------------------------------------- Beatrix Mine 1532.9778 Surface and all minerals ---------------------------------------------------------------------------------- Beatrix Mine 608.1670 Surface and 2/5 share in all minerals ---------------------------------------------------------------------------------- Beatrix Mine 83.2941 Surface 282.9024 Surface ----------------------------------------------------------------------------------
Page 1 of 2
AREA EQ AREA OPERATION REF TITLE FARM DISTRICT PORTION (HA) (HA) RIGHTS HELD COMMENTS -------------------------------------------------------------------------------------------------------------------------- 4# SHM/T1/22 T23132/2001 Toulon 368 Theunissen Farm 596.0920 Surface -------------------------------------------------------------------------------------------------------------------------- 4# SHM/T1/23 Helpmekaar 47 Theunissen 3 144.1193 Surface Kleinbegin 134 Theunissen Farm 601.6624 Surface Zondersorg 342 Theunissen RE 366.6300 Surface -------------------------------------------------------------------------------------------------------------------------- Beatrix Mine SHM/T1/24 Leeuwfonteinwerft 51 Theunissen Farm 17.7716 Surface --------------------------------------------------------------------------------------------------------------------------
Page 2 of 2 BEATRIX MINING VENTURES LIMITED ASSET REGISTER YEAR ENDING 30 JUNE 2003 B. FREEHOLD ERVEN
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS --------------------------------------------------------------------------------------- SHM/T2/01 T11110/1982 Welkom 6825 0.2386 --------------------------------------------------------------------------------------- SHM/T2/03 CRT3627/1952 Welkom(St Helena) 812 0.3181 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/04 CRT2853/1952 Welkom(St Helena) 805 0.2872 " 806 0.2012 " 807 0.2421 " 809 0.3239 " 816 0.3236 " 818 0.2974 " 820 0.2974 " 822 0.2974 " 853 0.1456 TRANSFERRED 1989 " 856 0.1487 SOLD FREEGOLD " 858 0.1487 TRANSFERRED 1989 " 859 0.1456 TRANSFERRED 1989 " 882 0.1487 " 863 0.1487 " 865 0.1487 SOLD FREEGOLD " 770 0.1487 " 772 0.1487 " 773 0.1487 SOLD FREEGOLD " 774 0.1456 " 787 0.1456 " 798 0.1586 " 799 0.1586 " 800 0.1586 " 801 0.1586 " 804 0.1555 --------------------------------------------------------------------------------------- SHM/T2/06 CRT2851/1952 Welkom(St Helena) 580 0.1487 " 618 0.1487 " 637 0.1487 SOLD FREEGOLD " 640 0.1456 " 643 0.1487 " 644 0.1487 SOLD FREEGOLD " 676 0.1487 --------------------------------------------------------------------------------------- SHM/T2/08 CRT2413/1952 Welkom(St Helena) 817 0.2974 --------------------------------------------------------------------------------------- SHM/T2/09 CRT2412/1952 Welkom(St Helena) 663 0.1487 " 813 0.2465 " 814 0.2852 SOLD FREEGOLD " 815 0.2691 " 819 0.2974 " 821 0.2974 " 824 0.2993 --------------------------------------------------------------------------------------- SHM/T2/10 CRT2411/1952 Welkom(St Helena) 648 0.1487 SOLD FREEGOLD " 650 0.1487 " 651 0.1487 SOLD FREEGOLD " 653 0.1456 SOLD FREEGOLD " 654 0.1487 " 657 0.1487 " 659 0.1487 SOLD FREEGOLD " 660 0.1487 SOLD FREEGOLD " 661 0.1487 SOLD FREEGOLD " 666 0.1487 SOLD FREEGOLD " 667 0.1487 SOLD FREEGOLD " 672 0.1487 SOLD FREEGOLD " 680 0.1487 SOLD FREEGOLD ---------------------------------------------------------------------------------------
Page 1 of 23
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS --------------------------------------------------------------------------------------- SHM/T2/10 CRT2411/1952 Welkom(St Helena) 682 0.1754 " 683 0.1487 " 684 0.1487 SOLD FREEGOLD " 690 0.1487 SOLD FREEGOLD " 691 0.1487 SOLD FREEGOLD " 767 0.1487 TRANSFERRED 1988 " 769 0.1487 " 776 0.1487 " 777 0.1487 " RE 778 0.1298 SOLD FREEGOLD " 779 0.1487 " 782 0.1487 SOLD FREEGOLD " 783 0.1487 " 789 0.1487 " 790 0.1487 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/11 T4127/1952 Welkom(Bedelia) 2898 0.0937 " 2899 0.0937 " 2900 0.0937 " 3001 0.1004 " 3002 0.1004 SOLD FREEGOLD " 3003 0.1004 --------------------------------------------------------------------------------------- SHM/T2/12 T4128/1952 Welkom(Bedelia) 3004 0.1004 SOLD FREEGOLD " 3005 0.1004 " 3006 0.1004 SOLD FREEGOLD " 3007 0.1004 " 3008 0.1004 " 3009 0.1004 --------------------------------------------------------------------------------------- SHM/T2/12 T4128/1952 Welkom(Bedelia) 3010 0.1004 " 3012 0.1004 " 3013 0.1004 " 3014 0.1004 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/13 T4129/1952 Welkom(Bedelia) 3017 0.1004 " 3020 0.1004 " 3021 0.1004 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/14 T4130/1952 Welkom(Bedelia) 2920 0.1004 " 2923 0.1004 --------------------------------------------------------------------------------------- SHM/T2/15 T4131/1952 Welkom(Bedelia) 2941 0.1004 --------------------------------------------------------------------------------------- SHM/T2/17 T4133/1952 Welkom(Bedelia) 2958 0.1004 " 2964 0.1004 " 2965 0.1004 --------------------------------------------------------------------------------------- SHM/T2/18 T4134/1952 Welkom(Bedelia) 2969 0.1004 " 2970 0.1004 SOLD FREEGOLD " 2971 0.1004 " 2972 0.1004 " 3103 0.0937 SOLD FREEGOLD " 3104 0.0937 " 3105 0.0937 --------------------------------------------------------------------------------------- SHM/T2/19 T4135/1952 Welkom(Bedelia) 3106 0.0937 " 3131 0.1004 SOLD FREEGOLD " 3132 0.1004 " 3136 0.1004 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/20 T4136/1952 Welkom(Bedelia) 3139 0.1004 " 3146 0.1004 SOLD FREEGOLD " 3153 0.1004 " 3155 0.1004 --------------------------------------------------------------------------------------- SHM/T2/21 T4137/1952 Welkom(Bedelia) 3159 0.1004 " 3160 0.1004 " 3291 0.1004 SOLD FREEGOLD ---------------------------------------------------------------------------------------
Page 2 of 23
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS --------------------------------------------------------------------------------------- SHM/T2/21 T4137/1952 Welkom(Bedelia) 3294 0.1004 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/22 T4138/1952 Welkom(Bedelia) 3300 0.1004 " 3302 0.1004 SOLD FREEGOLD " 3303 0.1004 " 3305 0.1004 SOLD FREEGOLD " 3306 0.1004 " 3310 0.1004 " 3316 0.1266 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/23 T4139/1952 Welkom(Bedelia) 3317 0.1233 SOLD FREEGOLD " 3318 0.1233 " 3322 0.1165 " 3362 0.1004 SOLD TO FREEGOLD " 3365 0.1004 " 3366 0.1004 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/24 T4140/1952 Welkom(Bedelia) 3367 0.1004 " 3369 0.1004 " 3370 0.1004 " 3375 0.1004 " 3376 0.1004 --------------------------------------------------------------------------------------- SHM/T2/25 T4141/1952 Welkom(Bedelia) 3379 0.1004 " 3382 0.1004 " 3383 0.1004 SOLD FREEGOLD " 3384 0.1004 " 3387 0.1004 --------------------------------------------------------------------------------------- SHM/T2/26 T4142/1952 Welkom(Bedelia) 3398 0.1004 --------------------------------------------------------------------------------------- SHM/T2/27 T4143/1952 Welkom(Bedelia) 3407 0.1004 " 3411 0.1004 SOLD FREEGOLD " 3412 0.1004 SOLD FREEGOLD " 3413 0.1004 SOLD FREEGOLD " 3414 0.1004 --------------------------------------------------------------------------------------- SHM/T2/28 T4144/1952 Welkom(Bedelia) 2890 0.0937 " 2891 0.0937 " 2897 0.0937 --------------------------------------------------------------------------------------- SHM/T2/29 T4145/1952 Welkom(Bedelia) 2979 0.1004 " 2980 0.1004 " 2983 0.1004 SOLD FREEGOLD " 2984 0.1004 " 2986 0.1004 " 2987 0.1004 SOLD FREEGOLD " 2988 0.1004 SOLD FREEGOLD " 2990 0.1004 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/30 T4146/1952 Welkom(Bedelia) 3022 0.1004 SOLD FREEGOLD " 3023 0.1004 " 3025 0.1004 " 3027 0.1004 " 3029 0.1004 SOLD FREEGOLD " 3030 0.1004 SOLD FREEGOLD " 3032 0.1004 " 3033 0.1004 --------------------------------------------------------------------------------------- SHM/T2/31 T4147/1952 Welkom(Bedelia) 3043 0.1004 " 3045 0.1004 SOLD FREEGOLD " 3093 0.1071 SOLD FREEGOLD " 3096 0.1071 " 3113 0.0937 " 3115 0.0937 " 3116 0.0937 " 3118 0.0937 ---------------------------------------------------------------------------------------
Page 3 of 23
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS --------------------------------------------------------------------------------------- SHM/T2/32 T4148/1952 Welkom(Bedelia) 3121 0.1051 " 3123 0.1004 " 3124 0.1004 " 3125 0.1004 " 3126 0.1004 " 3128 0.1004 --------------------------------------------------------------------------------------- SHM/T2/34 T4150/1952 Welkom(Bedelia) 3049 0.1004 " 3054 0.1004 " 3055 0.1004 " 3058 0.1004 " 3059 0.1004 --------------------------------------------------------------------------------------- SHM/T2/35 T4151/1952 Welkom(Bedelia) 3062 0.1004 SOLD FREEGOLD " 3068 0.0937 " 3069 0.0937 " 3089 0.1071 " 3092 0.1071 " 3415 0.1004 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/36 T2286/1955 Welkom(Bedelia) 2893 0.0937 SOLD FREEGOLD " 2936 0.1004 SOLD FREEGOLD " 2977 0.1051 " 2981 0.1004 SOLD FREEGOLD " 2985 0.1004 SOLD FREEGOLD " 2998 0.1004 " 2999 0.1004 " 3011 0.1004 --------------------------------------------------------------------------------------- SHM/T2/37 T2287/1955 Welkom(Bedelia) 3065 0.1051 " 3081 0.0937 SOLD FREEGOLD " 3088 0.1071 " 3101 0.0937 " 3107 0.0937 " 3119 0.0984 SOLD FREEGOLD " 3133 0.1004 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/38 T2288/1955 Welkom(Bedelia) 3016 0.1004 " 3019 0.1004 " 3028 0.1004 SOLD FREEGOLD " 3036 0.1004 " 3038 0.1051 SOLD FREEGOLD " 3040 0.1004 --------------------------------------------------------------------------------------- SHM/T2/39 T2289/1955 Welkom(Bedelia) 3050 0.1004 " 3056 0.1004 " 3057 0.1004 " 3060 0.1004 " 3064 0.1051 --------------------------------------------------------------------------------------- SHM/T2/40 T5472/1955 Welkom(Bedelia) 3052 0.1004 --------------------------------------------------------------------------------------- SHM/T2/41 T3737/1955 Welkom(Bedelia) RE 4134 0.0997 --------------------------------------------------------------------------------------- SHM/T2/43 T2272/1960 Welkom(Bedelia) 3000 0.1004 --------------------------------------------------------------------------------------- SHM/T2/44 T253/1960 Welkom(Bedelia) 3385 0.1004 --------------------------------------------------------------------------------------- SHM/T2/45 T6047/1960 Welkom(Bedelia) 2867 0.0937 " 2870 0.0937 " 2871 0.0937 " 2872 0.0937 SOLD FREEGOLD " 2873 0.1157 " 2874 0.1157 " 2875 0.1157 " 2876 0.1157 TRANSFERRED 1988 " 3090 0.1071 SOLD FREEGOLD " 3095 0.1071 ---------------------------------------------------------------------------------------
Page 4 of 23
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS --------------------------------------------------------------------------------------- SHM/T2/48 T3534/1961 Welkom(Bedelia) 2992 0.1435 --------------------------------------------------------------------------------------- SHM/T2/49 T4583/1965 Welkom(Bedelia) 3098 0.1071 " 3099 0.1071 SOLD FREEGOLD " 3100 0.1496 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/50 T1100/1965 Welkom(Bedelia) 2864 0.1115 SOLD FREEGOLD " 3079 0.0937 --------------------------------------------------------------------------------------- SHM/T2/52 T2529/1962 Naudeville 1 0.1427 " 2 0.1190 " 3 0.1190 " 733 0.1271 " 749 0.1249 SOLD FREEGOLD " 765 0.1609 TRANSFERRED 1988 " 767 0.1249 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/53 T3857/1962 Naudeville 735 0.1249 --------------------------------------------------------------------------------------- SHM/T2/54 T2778/1965 Naudeville 736 0.1249 " 737 0.1309 SOLD FREEGOLD " 763 0.1249 --------------------------------------------------------------------------------------- SHM/T2/55 T3316/1965 Naudeville 788 0.1249 " 782 0.1249 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/56 T5230/1962 Welkom(Bedelia) 2975 0.1051 SOLD FREEGOLD " 2993 0.1435 SOLD FREEGOLD " 2917 0.1051 SOLD FREEGOLD " 2903 0.1560 " 2904 0.1560 " 2905 0.1560 " 2906 0.1560 " 527 0.1456 --------------------------------------------------------------------------------------- SHM/T2/57 T3097/1966 Naudeville 761 0.1249 SOLD FREEGOLD " 771 0.1249 " 773 0.1249 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/58 T9551/1975 Naudeville 538 0.0854 SOLD FREEGOLD " 539 0.0854 SOLD FREEGOLD " 540 0.0854 SOLD FREEGOLD " 541 0.0854 " 544 0.0854 " 545 0.0854 " 549 0.1164 " 551 0.1017 SOLD FREEGOLD " 553 0.0854 SOLD FREEGOLD " 558 0.0854 SOLD FREEGOLD " 558 0.0854 " 560 0.0854 SOLD FREEGOLD " 561 0.0854 " 563 0.0973 " 568 0.0882 SOLD FREEGOLD " 577 0.0833 SOLD FREEGOLD " 580 0.0833 TRANSFERRED 1988 " 581 0.0937 SOLD FREEGOLD " 582 0.0937 SOLD FREEGOLD " 583 0.0937 SOLD FREEGOLD " 789 0.1393 SOLD FREEGOLD " 790 0.1249 SOLD FREEGOLD " 794 0.1011 " 797 0.1249 SOLD FREEGOLD " 799 0.1239 " 800 0.0965 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/61 T15186/1981 Naudeville 798 0.1393 SOLD FREEGOLD --------------------------------------------------------------------------------------- SHM/T2/62 T4568/1982 Naudeville 413 0.0876 ---------------------------------------------------------------------------------------
Page 5 of 23