ELSBURG JV Agreement

and

Made and entered into between:-

(Reg No 1893/000773/06))

day of August 2008, and a certified copy whereof is annexed hereto marked "A");

of the one part;

Page 2

(Reg No 1996/010274/07)

day of August 2008, and a certified copy whereof is annexed

hereto marked "B");

of the other part.

1.

1.1

In this agreement, unless inconsistent with the context, the following terms

and/or expressions shall have the separate meanings assigned to them

hereunder and for purposes of convenience the said definitions are reflected

throughout this agreement in capitals:-

1.1.1

“AFFECTED

INTEREST”

shall mean all or a portion of the joint

venture interest of an AFFECTED

VENTURER in ELSBURG JV in regard

to which a TRIGGER EVENT has

occurred;

1.1.2

“AFFECTED

shall mean a VENTURER in respect of

VENTURER”

which a TRIGGER EVENT has

occurred;

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1.1.3

“AFFILIATE”

shall mean any person, entity, trust or

otherwise (“the entity”) directly or

indirectly controlling, controlled or under

common control with such party owning

or controlling 35% (thirty five per

centum) or more of the ownership of

such entity;

1.1.4

“AGREEMENT”

shall mean this agreement between the

PARTIES and shall be deemed to

include all annexes thereto which shall

be initialled or signed, as the case may

be, by the PARTIES for purposes of

identification;

1.1.5

“ANCILLARY

AGREEMENTS”

shall mean the interlinking agreements

more fully described in the schedule

thereof annexed hereto and marked

1.1.6

“AUDITORS”

shall mean the auditors of the

ELSBURG JV appointed thereto from

time to time by the EXECUTIVE

COMMITTEE and initially KPMG of

Johannesburg;

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1.1.7

“BEE”

shall have the meaning ascribed thereto

in terms of the Broad Based Black

Economic Empowerment Act, No 53 of

2003, as read with the Mining Charter

and the MPRDA

;

1.1.8

“BONA FIDE OFFER”

shall mean an offer in writing to a

VENTURER, offering to purchase the

PERCENTAGE INTEREST of such

VENTURER and setting forth all of the

relevant terms and conditions of the

proposed purchase, from a third party

offeror on an arms length basis who is

ready, willing and able to consummate

the purchase and which is not an

AFFILIATE of such VENTURER;

1.1.9

“BUSINESS”

shall mean the gold resources mining

business of the ELSBURG J V

conducted by it under the style of

“

Elsburg Gold Mining Joint Venture ” from

the PROPERTY;

1.1.10 “CLOSING DATE”

shall mean the date of the fulfilment or

waiver of the condition precedent in

clause 3 infra or at latest 7 (seven)

Page 5

business days thereafter;

1.1.11

“CONTROL”

shall have the same meaning attritubale

to AFFILIATE in clause 1.1.3 supra and

“CONTROLLING” or “CONTROLLED”

shall have a corresponding meaning;

1.1.12 “COST/COSTS”

shall mean the ongoing monthly

expenditure incurred by ELSBURG JV

in the performance of the MINING

USER CONTRACT and in no way

derogating therefrom, shall include all

overheads, salaries, wages,

accommodation, transportation, costs of

leasing, management, marketing,

professional services, risk obligations

and any other costsincurred by

ELSBURG JV relative to the aforesaid

contract and the mining operations

conducted pursuant thereto and shall

be deemed to include the costs (which

shall be ring-fenced) of rehabilitation of

the ELSBURG DUMPS on the one

hand and the footprint of the deposition

site to be created by ERGO MINING in

relation to the POST CONSOLIDATION

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EVENT RESOURCES (in the event of

the activation of the CONSOLIDATION

PROCESS) on the other hand, and all

of which costs shall be exclusive of any

Value Added Tax in terms of the Value

Added Tax Act, No 89 of 1991, as

amended, unless stated to the contrary;

1.1.13 “CROWN”

shall mean Crown Gold Recoveries

(Proprietary) Limited (a subsidiary of

DRD SA) and shall be deemed to

include its successors in title;

1.1.14 “DISTRIBUTABLE

CASH”

shall mean at any time such cash on

hand and in the ELSBURG JV

accounts as in the sole and absolute

discretion of the EXECUTIVE

COMMITTEE is then available for

DISTRIBUTION to the VENTURERS

after:-

1.1.14.1

all current debts, expenses,

LIABILITIES and obligations

of the ELSBURG JV

(whether for expense items,

capital expenditures,

improvements, retirement of

indebtedness, COSTS or

otherwise) have been paid

or provision therefor has

been made; and

1.1.14.2        a reserve has been set

aside by the VENTURERS

in their sole and absolute

discretion for the payment of

future ELSBURG JV capital

expenditures, improve-

ments, retirement of

indebtedness, operations

and contingencies, known or

unknown, liquidated or

unliquidated, including

without limitation

LIABILITIES which may be

incurred in litigation and

LIABILITIES undertaken

pursuant to the

indemnification provisions of

the AGREEMENT;

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1.1.15 “DISPOSE”

shall in relation to any PERCENTAGE

INTEREST in the ELSBURG JV from

time to time mean sell, alienate, dispose

of, transfer, hypothecate, encumber or

deal with in any similar such manner

and “DISPOSED” or “DISPOSITION” or

“ DISPOSAL ” shall have a

corresponding meaning;

1.1.16

“DISTRIBUTION”

shall mean the transfer of money or

property by the ELSBURG JV to either

of the VENTURERS without separate

consideration therefor;

1.1.17 “DRD SA”

shall mean DRDGold South African

Operations (Proprietary) Limited (Reg

No 20 05/033662 /0 7), a compan y

controlled by DRDGold Limited, a public

company listed on the JSE Limited

Securities Exchange;

1.1.18 “DRD SA FACILITY

AGREEMENT”

shall mean the loan agreement to be

entered into by and between DRD SA

as lender and the ELSBURG JV as

borrower and substantially upon the

terms and conditions more fully set forth

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in the specimen agreement annexed

hereto and marked “D” or with such

amendments as the parties thereto may

reasonably determine;

1.1.19 “EFFECTIVE DATE”

sh all, no twi ths ▇▇▇▇▇ ▇▇ the da te of

signature of these presents, mean the

23 November 2007;

1.1.20 “ELSBURG JV”

shall mean Elsburg Gold Mining Joint

Venture, the participants whereunder

and their proportionate joint venture

interests were as at the EFFECTIVE

DATE, are as at the SIGNATURE DATE

and will be as at the CLOSING DATE,

as follows:-

1.1.20.1

MOGALE - 50% (fifty per

centum); and

1.1.20.2         ERPM -50% (fifty per centum);

1.1.21 “ERGO MINING”

shall mean Ergo Mining (Proprietary)

Limited, a company jointly controlled by

CROWN and ERGO URANIUM;

Page 10

1.1.22 “ERGO URANIUM”

shall mean Ergo Uranium (Proprietary)

Limited (an indirect subsidiary of

MinTails Limited of Australia) and shall

be deemed to include its successors in

title or permitted assigns;

1.1.23 “ERPM”

shall mean East Rand Proprietary Mines

Limited (a subsidiary of DRD SA) and

shall be deemed to include its

successors in title or permitted assigns;

1.1.24 “EXECUTIVE

COMMITTEE”

1.1.25

“FACILITIES

AGREEMENTS”

shall mean the administrative and

decision-making body of the ELSBURG

JV from time to time;

shall collectively mean the DRD SA

FACILITY AGREEMENT and the

MOGALE FACILITY AGREEMENT;

1.1.26

“INDEMNIFIED

PERSONS”

shall mean each VENTURER, and each

VENTURER’s respective directors,

officers, employees, agents,

AFFILIATES and permitted successors

in title or permitted assigns;

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1.1.27

“LIABILITIES”

shall mean any and all losses, damages,

liabilities, expenses (including attorney

and own client fees and disbursements),

judgments, penalties, settlements and

similar such items;

shall mean the mandatory loans as

reflected in the FACILITIES

AGREEMENTS by the lenders

thereunder, namely DRD SA and

MOGALE respectively to the ELSBURG

JV;

shall mean the agreement about to be

entered into between CROWN, the

ELSBURG JV, ERGO MINING, ERGO

URANIUM and ERPM governing, inter

alia , the mining, recovery, treatment

and processing of:-

1.1.29.1

gold extracted from the

MATERIAL from the

ELSBURG DUMPS by the

ELSBURG JV; and

1.1.28 “MANDATORY

LOANS”

1.1.29 “MINING USER

CONTRACT”

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the POST CONSOLIDA-

(in theevent of the

activation of the

),

as the case may be and realised on the

basis that the economic benefits to be

derived from:-

•

the gold extraction shall redound to

the exclusive benefit of the

ELSBURG JV less the COSTS

attributable thereto and for ultimate

DISTRIBUTION;

•

the MINERALS extraction from the

, shall redound to the

exclusive benefit of ERGO MINING

less the COSTS attributable thereto

-

Page 13

;

1.1.30 “MINTAILS SA”

shall mean MinTails SA (Proprietary)

Limited (Reg No 2004/007547/07), a

compan y indi rec tl y con trolled b y

MinTails Limited of Australia;

1.1.31 “MOGALE”

shall mean Mogale Gold (Proprietary)

Limited (presently a wholly owned

subsidiary of MINTAILS SA and in the

course of being restructured to facilitate

the entry of a BEE shareholder) and

shall be deemed to include its

successors in title or permitted assigns;

1.1.32 “MOGALE FACILITY

AGREEMENT”

shall mean the loan agreement to be

entered into by and between MOGALE

as lender and ELSBURG JV a s

borrower and substantially upon the

terms and conditions more fully set forth

in the specimen agreement annexed

hereto and marked “E” or with such

amendments as the parties thereto may

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1.1.34

“PARTIES”

shall mean both parties to the

reasonably determine;

shall mean, in relation to the ELSBURG

JV and for any period in question, the

excess or shortfall of the aggregate

cash receipts derived by the ELSBURG

JV during such period from the

BUSINESS, other than the proceeds

received from the sale or disposition

(other than in the ordinary and normal

course of business) of, or any financing

and/or re-financing of, any assets of the

ELSBURG JV, as compared to all cash

disbursements made by the ELSBURG

JV in such period in the conduct of the

BUSINESS, other than payments of

principal, interest and expenses on joint

venture indebtedness (including the

MANDATORY LOANS) and other than

payments made toward the creation of

reserves for contingencies and

anticipated expenditures;

1.1.33 “OPERATING CASH

FLOW”

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BUSINESS is conducted, that is 4

AGREEMENT;

1.1.35 “PERCENTAGE

INTEREST”

shall mean the interest of each

VENTURER in the ELSBURG JV and

which percentage may hereafter be

modified by written agreement between

the VENTURERS;

1.1.36

“PERSON”

shall mean any entity, corporation,

company, association, joint venture,

partnership, trust, organisation,

individual (including personal

representatives, executors and/or

heirs), government (including agencies,

departments, divisions and

instrumentalities thereof), receiver or

liquidator, as the case may be;

1.1.37

“PROCEEDING”

shall mean any action, suit or other

proceeding, whether civil, criminal,

administrative or investigative and

whether threatened, pending or

completed;

1.1.38 “PROPERTY”

shall mean the property from which the

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Ebsco House, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,

▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇;

1.1.39 “SIGNATURE DATE”

shall mean the date of signature of the

AGREEMENT by the last of the

PARTIES signing same;

1.1.40 “TRANSFERRING

VENTURER”

shall mean an AFFECTED VENTURER

or its transferee if a transfer subject to

the provisions of clause 22 infra, has

occurred;

1.1.41

”TRIGGER EVENT”

shall have the meaning ascribed thereto

in clause 22.3 infra;

1.1.42 “VENTURER/S”

shall mean either or both ERPM and

ERGO URANIUM, as the case may be,

and any additional PERSON hereafter

admitted as a venturer to the ELSBURG

JV.

1...2

Words importing:-

1.2.1

the singular shall include the plural and vice versa;

1.2.2

any one gender shall include the others;

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1.2.3

persons shall, where the context admits, include firms or

corporations.

1..3

Where figures are referred to in numerals and words, then the latter shall

prevail in the event of any dispute.

1..4

Any reference to a statute, regulation or other legislation shall be a reference to

such statute, regulation or other legislation as at the SIGNATURE DATE and

as amended or substituted from time to time.

1..5

When any number of days is prescribed in the AGREEMENT, same shall be

reckoned exclusively of the first and inclusively of the last day unless the last

day falls on a Saturday, Sunday or public holiday in the Republic of South

Africa, in which case the last day shall be the next succeeding day which is not

a Saturday, Sunday or public holiday.

1.6

The use of the word “ including ” followed by a specific example/s shall not be

construed as limiting the meaning of the general wording preceding it and the

eiusdem generis rule shall not be applied in the interpretation of such general

wording or such specific example/s.

1.7

Where any term is defined within a particular clause other than as set forth in

this clause 1, then that term shall bear the meaning ascribed to it in that clause

wherever it is used in the AGREEMENT.

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1.8

The terms of the AGREEMENT having been negotiated, the contra

pro ferentem rule shall not be applied in the interpretation thereof.

1.9

Any term which refers to a South African legal concept or process (in no way

derogating from the generality thereof, for example “ winding-up ” or

“

curatorship”) shall be deemed to include a reference to the equivalent or

analogous concept or process in any other jurisdiction in which the

AGREEMENT may apply or to the laws of which any party cited hereunder

may be or become subject.

1.10

Any reference to “ permitted assigns ” shall mean those consented to, in

writing, by the PARTIES.

2.

It is recorded that:-

2.1

in terms of the MINING USER CONTRACT, ERGO MINING and ERPM have

respectively made available to the ELSBURG JV the ERGO MINING ASSETS

and the ERPM ASSETS so as to enable the ELSBURG JV to conduct the

BUSINESS;

2.2

the ELSBURG JV is possessed of the relevant RIGHTS and/or SERVITUDES

to enable it to conduct mining operations on its own behalf and to such end it

will attend to the day to day running of the BUSINESS;

Page 19

2.3

the purpose of the AGREEMENT is to record the rights and obligations of the

VENTURERS inter se and of their respective nominees on the EXECUTIVE

COMMITTEE;

2.4

agreement has been reached between the PARTIES as more fully set forth

hereafter.

3.

3.1

Notwithstanding anything to the contrary in the AGREEMENT contained, it

shall be subject to the conclusion of the ANCILLARY AGREEMENTS by the

respective parties thereto, on or before the 21 August 2008.

3.2

Should the aforesaid condition not be fulfilled or waived in writing by the

PARTIES within the period afore referred to or within such extended period/s

as the PARTIES may in writing agree upon then and in such event only the

AGREEMENT shall be deemed null and void ab initio and the PARTIES shall

to the extent pertinent be obliged to restore each other as near as possible to

the status quo ante.

3.3

The PARTIES reciprocally warrant in favour of each other that they will in good

faith use their best endeavours to procure the timeous fulfilment or waiver, as

the case may be, of the condition precedent.

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The name of the joint venture shall be the “ Elsburg Gold Mining Joint Venture ” or such

other name as the EXECUTIVE COMMITTEE may from time to time, in writing,

determine.

Subject to the arrival of the CLOSING DATE, the ELSBURG JV shall be deemed to

have commenced on the EFFECTIVE DATE and shall continue indefinitely thereafter

until:-

5.1

the VENTURERS agree in writing that it is no longer economically viable to

conduct the BUSINESS and in the absence of agreement, as determined by

the arbitrator as provided in clause 28 infra; or

5.2

the written cancellation thereof in the event of a material breach of any of the

material provisions of the AGREEMENT which cannot be remedied by

monetary compensation and notwithstanding the expiration of a ▇▇▇▇ period of

90 (ninety) days and on the basis that if the cancellation is disputed, then the

arbitration provisions set forth in clause 28 infra, shall be and become

operative.

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6.1

The PERCENTAGE INTERESTS of the respective VENTURERS shall, unless

determined by them to the contrary in writing, be as follows:-

6.1.1

MOGALE - 50% (fifty per centum); and

6.1.2

ERPM - 50% (fifty per centum).

6.2

It is recorded that the PARTIES have satisfied the DME requirements (insofar

as BEE is concerned) within their own structures, however, to the extent that it

may become relevant and a requirement of the DME at any stage hereafter for

a BEE component to be held directly in the ELSBURG JV, then and in such

event the VENTURERS reciprocally warrant in favour of each other that they

will use their best endeavours to restructure the ELSBURG JV with the

objective of addressing the admission of a BEE component and thereby

diluting their respective PERCENTAGE INTERESTS and thus satisfying the

requirements of the DME and the MPRDA.

The principal place of BUSINESS of the ELSBURG JV shall be the PROPERTY or at

such other place or places as the VENTURERS may from time to time select.

Page 22

8.

8.1

Each VENTURER shall be obliged to advance and/or procure the advance of

the relevant MANDATORY LOANS, that is as reflected in the respective

FACILITIES AGREEMENTS and the VENTURERS shall procure that such

advances (to the extent that same may not already have been advanced,

wholly or partially) are duly effected as soon as possible after the SIGNATURE

DATE.

8.2

Each MANDATORY LOAN shall be separately entered in the books of the

ELSBURG JV as a loan and shall be evidenced as such. The MANDATORY

LOANS shall be for the period and on the terms and conditions set forth in the

respective FACILITIES AGREEMENTS and shall be repaid as therein

provided.

8.3

To the extent that the EXECUTIVE COMMITTEE may require additional capital

contributions over and above those set forth in the MANDATORY LOANS,

then and in such event the VENTURERS may each contribute a like amount.

8.4

Any amount owing on loan account which is disparate to the other loan account

based upon the PERCENTAGE INTEREST of the VENTURERS shall in

respect of the excess only, attract and be paid interest monthly in arrear at 2%

(two per centum) above the prime overdraft rate as charged from time to time

by the ELSBURG JV's bankers or, if it has no overdraft, as charged by the said

bankers to its best corporate customers on an unsecured basis and until such

time as the loan accounts are equal, whether by way of a reduction of the

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excess or by way of the one VENTURER effecting payment of the shortfall. In the

alternative, the VENTURER not advancing “ the excess amount ” will be entitled to

dilute its PERCENTAGE INTEREST to cater therefor but irrespective of the

then different PERCENTAGE INTERESTS of the VENTURERS all their voting

rights, be it of their nominees on the EXECUTIVE COMMITTEE or as members per se,

shall remain equal and will in each instance still require unanimity save that

notwithstanding anything to the contrary whilst the consent of the then

minority VENTURER to a DISTRIBUTION or the repayment of any loan account,

in whole or in part, shall be required, it shall not be capable of being unreasonably

withheld or delayed.

8.5

Any amount owing on loan account shall be fixed and shall not be reclaimable

by the VENTURER/S to whom same is owing, save with the prior written consent of

the EXECUTIVE COMMITTEE unless terms other than the above have been

specifically agreed upon and recorded at the time the cash is lent and advanced, e.g.

as per the FACILITIES AGREEMENTS, or unless the cash held at the relevant time by

the ELSBURG JV exceeds three times the monthly working capital requirements of

the ELSBURG JV as confirmed by the AUDITORS and in the absence of

agreement, as determined and confirmed by an independent external auditor, and in

which event such repayment shall in the first instance be appropriated to reduce the

disparity in the loan accounts of the VENTURERS based upon the ratio of their

PERCENTAGE INTERESTS in the ELSBURG JV and thereafter in such ratio.

Page 24

8.6    Nothing hereinbefore contained shall preclude a VENTURER from calling up itsor

compulsory) of the ELSBURG JV or either VENTURER or in the event of its effecting any

offer of compromise in terms of the Companies Act, No 61 of 1973, as amended, or in

the event of any final judgment being obtained against the ELSBURG JV or either

VENTURER which shall remain unsatisfied for a period of 14 (fourteen) days thereafter.

The interests of the VENTURERS in the ELSBURG JV shall be personal to the

VENTURERS per se. All property owned by the ELSBURG JV, however, irrespective

of the nature thereof and whether tangible or intangible, corporeal or incorporeal, shall

be deemed to be owned by the ELSBURG JV as an entity and neither VENTURER

shall, in the absence of written agreement to the contrary, have any claim to ownership

thereof. The ERGO MINING ASSETS and the ERPM ASSETS shall, however, remain

the exclusive property of ERGO MINING and ERPM respectively save and except in

relation to any of such assets which may have been sold to and acquired by the

ELSBURG JV pursuant to any of the ANCILLARY AGREEMENTS

.

10.1        The DISTRIBUTABLE CASH shall be distributed among the VENTURERS in

accordance with their PERCENTAGE INTERESTS.

10.2        At the end of each financial year of the ELSBURG JV or any other time that

the VENTURERS deem appropriate, the DISTRIBUTABLE CASH shall be

calculated and to the extent necessary the AUDITORS shall determine and

Page 25

certify the same and if the VENTURERS then deem it to be appropriate in their

sole and absolute discretion, all or any portion thereof shall be distributed to

them. Notwithstanding the aforegoing, however, no DISTRIBUTION of

DISTRIBUTABLE CASH shall be made unless:-

10.2.1

the VENTURERS determine in good faith that such

DISTRIBUTION may be made without materially affecting the

ability of the ELSBURG JV to discharge its obligations, including

contingent obligations as they fall due; and

10.2.2

such DISTRIBUTION may be made in accordance with the

applicable laws pertaining thereto.

11. Rehabilitation Obligations

11.1      In terms of the MINING USER CONTRACT, the same envisages the conduct

of two

, to wit:-

11.1.1

PHASE 1 being the gold mining BUSINESS of the ELSBURG JV;

and

11.1.2

PHASE 2 being the BUSINESS of the mining, recovery, treatment

and processing of the POST CONSOLIDATION EVENT

RESOURCES (in the event of the activation of the

CONSOLIDATION PROCESS ) for the extraction of MINERALS

Page 26

11.2       The PARTIES acknowledge that the ELSBURG JV shall be liable for its pro

share of the COSTS including, as therein provided, the rehabilitation costs

which shall at all times be ring-fenced so as to facilitate the constant monitoring

thereof.

12. Accounting Records, Etc

12.1       The ELSBURG JV’s books and records together with all of the documents and

papers pertaining to the BUSINESS shall be kept at the principal place of

BUSINESS of the ELSBURG JV and at all reasonable times shall be open for

inspection to and may be copied and excerpts taken therefrom by either

VENTURER or its duly authorised representative provided that such inspection

is made in good faith.

12.2       Written copies of all notices of meetings, waivers of notices, proxies given by

either VENTURER and minutes of proceedings of the VENTURERS and of the

EXECUTIVE COMMITTEE shall be kept by the secretary at the principal place

of BUSINESS.

12.3       The books and records of the ELSBURG JV shall be kept on a financial year

basis in accordance with generally accepted accounting principles and shall

reflect all the ELSBURG JV’s transactions and be appropriate and adequate

for the BUSINESS.

Page 27

On or before the last day of February of each calendar year, the VENTURERS shall

cause to be prepared by the AUDITORS and delivered to each VENTURER at the

expense of the ELSBURG JV, an annual report of the financial affairs relating to the

preceding financial year containing an unaudited balance sheet and profit and loss and

cash flow statements.

14.1        All funds belonging to the ELSBURG JV shall be deposited in the name of the

ELSBURG JV in such bank account or accounts as shall be determined by the

EXECUTIVE COMMITTEE.

14.2        All withdrawals therefrom shall be made as against the signature of any 2 (two)

authorised signatories and who will constitute members of the EXECUTIVE

COMMITTEE and shall as far as possible be on the basis that each shall be a

nominee of each VENTURER.

15.1       The VENTURERS shall as soon as possible after the CLOSING DATE, cause

to be established an EXECUTIVE COMMITTEE and Management Committees

as hereafter, in order to address the day to day functional operations of the

BUSINESS, regard being had to the fact that the mining operations per se shall

Page 28

be undertaken by the ELSBURG JV in terms of the MINING USER

CONTRACT.

15.2  EXECUTIVE COMMITTEE

15.2.1

It is recorded that the following persons will constitute members of

the EXECUTIVE COMMITTEE with effect from the SIGNATURE

DATE, to wit:-

15.2.1.1

the joint Chief Executive Officers of each of the

VENTURERS, namely ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (as nominee of

ERPM) and Dick van der W alt (as nominee of

MOGALE); and

15.2.1.2

the joint Heads of Production of the BUSINESS,

namely ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (as nominee of ERPM) and

Basie Maree (as nominee of MOGALE); and

15.2.1.3

the joint Heads of Projects and Feasibility, namely

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the nominee of ERPM) and ▇▇▇▇▇

▇▇▇▇▇▇▇ (the nominee of MOGALE).

15.2.2

In no way derogating from the aforegoing, the EXECUTIVE

COMMITTEE shall from time to time be entitled to appoint one of

their number or an outsider as the Chief Financial Officer of the

ELSBURG JV. In addition they shall be entitled to appoint the

Page 29

equivalent of 2 (two) non-executive members to the EXECUTIVE

COMMITTEE.

15.3    Management Committees

15.3.1

The EXECUTIVE COMMITTEE shall from time to time establish

Management Committees of the ELSBURG JV to facilitate the

smooth running of the BUSINESS and to this end the following

shall be constituted as soon as possible after the CLOSING DATE

subject to the rights of ERPM as set forth in clause 15.3.2 infra:-

15.3.1.1

Head Office Committee - this committee shall

comprise the Joint Chief Executive Officers of each of

the VENTURERS, namely ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the

nominee of ERPM) and Dick van der W alt (the

nominee of MOGALE);

15.3.1.2

Production Committee - this committee shall

comprise the Joint Heads of Production of the

BUSINESS, namely ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the nominee of

ERPM) and Basie Maree (the nominee of MOGALE),

in addition whereto ▇▇▇▇▇ ▇▇▇▇▇ will be appointed the

Production General Manager, who shall be obliged to

report directly to the Joint Heads afore-referred to;

Page 30

15.3.1.3

Projects and Feasibility Committee - this committee

shall comprise the Joint Heads of Projects and

Feasibility of the BUSINESS, namely ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

(the nominee of ERPM) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the nominee

of MOGALE). The Joint Heads afore-referred to shall,

if so desired, appoint a General Manager who shall be

obliged to report directly to them.

15.3.2

Notwithstanding anything to the contrary in 15.3.1 supra, ERPM

shall have the right and option to appoint the General Manager,

the Business Unit Manager and the Financial Manager at the

operational levels of the relevant committees from time to time.

15.4       To the extent that any committee member at any time relinquish his position for

whatever reason, then and in such event the VENTURER who nominated him,

shall be entitled to appoint another in his stead.

16.   Management and Control

16.1      Except as otherwise expressly provided in the AGREEMENT, the management

and control of the ELSBURG JV and the BUSINESS shall be vested in the

EXECUTIVE COMMITTEE who shall have all of the rights and powers which

are generally conferred by law or are necessary, advisable or convenient for

the management and conduct of the BUSINESS with the express right to

delegate any of the specific functions to the Management Committees as

provided in clause 15.3 supra on the basis, however, that the mining business

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will be managed and run on a day to day basis by the ELSBURG JV in terms

of the MINING USER CONTRACT, alternatively in terms of a SERVICE

to be concluded between the ELSBURG JV and ERPM.

16.2     Except as otherwise expressly provided to the contrary herein:-

16.2.1

all decisions with respect to the management and control of the

ELSBURG JV that are approved by the EXECUTIVE

COMMITTEE, shall be binding on the ELSBURG JV and the

VENTURERS per se; and

16.2.2

no individual VENTURER shall have any authority to act for and on

behalf of the ELSBURG JV or to make any decision pertaining

thereto or the BUSINESS without the consent of the other

VENTURER including, without limitation, the authority to bind the

ELSBURG JV in the conclusion of contracts or the incurring of

obligations in the name or on the credit of the ELSBURG JV.

17.  Meetings

17.1

17.1.1

Meetings of the EXECUTIVE COMMITTEE shall be held at such

place or places, within or without Gauteng, as the EXECUTIVE

COMMITTEE may from time to time determine. Regular meetings

of the EXECUTIVE COMMITTEE shall be held without notice or

Page 32

call at such time as shall from time to time be fixed by the

EXECUTIVE COMMITTEE.

17.1.2

Special meetings of the EXECUTIVE COMMITTEE may be called

by either of the VENTURERS upon 5 (five) business days’ notice

to the other VENTURER and their respective members to the

EXECUTIVE COMMITTEE.

17.1.3

The members of the EXECUTIVE COMMITTEE and/or the

Management Committees may participate in a meeting by means

of teleconferencing.

17.2   Quorum

A quorum of the EXECUTIVE COMMITTEE shall be 4 (four) members thereof,

2 (two) appointed by each VENTURER.

17.3   Waiver of Notice

17.3.1

The transactions of any meeting of the EXECUTIVE COMMITTEE,

however called and noticed or wherever held, shall be valid as

though taken at a meeting duly held after regular call and notice if

a quorum is present and if, either before or after the meeting, the

VENTURERS not present sign a waiver of notice, a consent to

holding the meeting or an approval of the minutes. The waiver of

notice or consent need not specify the purpose of the meeting. All

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such waivers, consents and approvals shall be filed with the

records of the ELSBURG JV or made a part of the minutes of the

meeting.

17.3.2

Notice of a meeting shall also be deemed given to any

VENTURER who attends the meeting without protesting, before or

at its commencement, the lack of notice to that VENTURER.

No VENTURER (nor any AFFILIATE of any VENTURER) shall receive any

compensation for any services provided to the ELSBURG JV other than such

VENTURER’s interest in the DISTRIBUTABLE CASH.

The EXECUTIVE COMMITTEE shall in its sole and absolute discretion adopt policies

and procedures for the reimbursement of the VENTURERS and their respective

AFFILIATES and all officers and employees for out-of-pocket payments made or

liabilities incurred by each VENTURER and/or its AFFILIATES in connection with the

BUSINESS of the ELSBURG JV, including a portion of any and all expenses,

including general, special and administrative expenses, incurred by such VENTURER

and/or its AFFILIATES for the mutual benefit of the ELSBURG JV and other

PERSONS.

Page 34

20.1       If any vote or consent is required of the VENTURERS, each VENTURER shall

have a vote or consent in proportion to the PERCENTAGE INTEREST of that

VENTURER in the ELSBURG JV.

20.2       Notwithstanding anything to the contrary in the AGREEMENT contained, any

resolution of the VENTURERS or the EXECUTIVE COMMITTEE in order to be

effective and implemented, shall in the case of:-

20.2.1

2 (two) VENTURERS, be unanimous; or

20.2.2

more than 2 (two) VENTURERS, be passed by a majority of the

VENTURERS of the ELSBURG JV holding in the aggregate not

less than 75% (seventy-five percentum) of the total

PERCENTAGE INTERESTS.

21.1      The VENTURERS record that their present structures are such that they satisfy

the prevailing BEE requirements under the MPRDA and that they will at all

times during the subsistence of the AGREEMENT ensure that such position is

maintained.

21.2 Notwithstanding the aforegoing, should the DME  at any point in time justifiably

Page 35

JV, then and in such event the PARTIES reciprocally warrant in favour of each

other that they will use their best endeavours to do so, by restructuring the

ELSBURG JV (on a basis whereby there will be an equal dilution of their

respective PERCENTAGE INTERESTS) in order to facilitate the aforegoing

and on a basis which will facilitate a significant holding [not less than 26%

(twenty six) per centum] of the equity of the ELSBURG JV being held by a

BEE entity and/or BEE Trust whereby the latter will enjoy EXECUTIVE

COMMITTEE representation and in which event the AGREEMENT shall be

amended in order to provide therefor. In catering for the aforegoing dilution,

cognisance shall be taken by the VENTURERS of any significant BEE

shareholding in either VENTURER per se that the admission of any new

BEE participant in the ELSBURG JV will not constitute what may otherwise be

a duplicate dilution in the case of either of the existing VENTURERS.

22. Transfer or DISPOSITION of ELSBURG JV Interests

22.1

22.1.1

The VENTURERS acknowledge that each VENTURER will be

providing unique talents and services to the ELSBURG JV.

Accordingly, except as otherwise specifically provided for in the

AGREEMENT, no VENTURER shall have the right to sell, transfer,

encumber or otherwise DISPOSE of all or any part of its

PERCENTAGE INTEREST in the ELSBURG JV, whether

voluntarily, involuntarily or by operation of law, or assign or create

Page 36

a beneficial interest in its share of DISTRIBUTABLE CASH except

as provided in this clause 22.

22.1.2

Any attempted sale, transfer, encumbrance or other DISPOSITION

of all or any part of a PERCENTAGE INTEREST in the ELSBURG

JV by a VENTURER not in compliance with the AGREEMENT

shall be in breach of the AGREEMENT and shall accordingly be

null and void ab initio and shall confer no rights on the purported

transferee. The transfer restrictions contained in the

AGREEMENT shall be deemed to be of the essence of the

ownership of a PERCENTAGE INTEREST in the ELSBURG JV.

Upon application to any court of competent jurisdiction, the

ELSBURG JV shall be entitled to an order against any PERSON

violating or about to violate the provisions hereof, requiring specific

performance of any of the provisions herein.

22.2   Rights of First Refusal

22.2.1

In the event a VENTURER shall decide to DISPOSE of all or any

part of its PERCENTAGE INTEREST (“Offered Percentage

Interest”) pursuant to a BONA FIDE OFFER, such VENTURER

shall give written notice, setting forth in full the terms of such

BONA FIDE OFFER and the identity of the offeror(s), to the

ELSBURG JV and the other VENTURER. The ELSBURG JV

Page 37

shall then have the first right and option, for a period ending 30

(thirty) calendar days following the receipt of such written notice, to

elect to purchase all or any part of the Offered Percentage

Interest at the purchase price and upon the terms specified in the

BONA FIDE OFFER.

22.2.2

Notwithstanding the aforegoing, however, if the ELSBURG JV

and/or the other VENTURER do not elect to purchase all of the

Offered Percentage Interest subject to the right of first refusal

pursuant to this clause 22.2.1 the VENTURER desiring to sell the

Offered Percentage Interest may DISPOSE of all of the Offered

Percentage Interest to the transferee upon the terms set forth in

the written notice provided to the ELSBURG JV, whereupon the

transferee shall take and hold the interest subject to the

AGREEMENT and to all of the obligations and restrictions upon

the VENTURER from whom such interest was acquired and shall

observe and comply with the AGREEMENT and with all such

obligations and restrictions. Any such transfer of the Offered

Percentage Interest must be effected within 90 (ninety) calendar

days after the date of the termination of the remaining

VENTURER’s option as provided herein. If no such transfer is

effected within the 90 (ninety) calendar day period, then any

subsequent proposed transfer of all or any part of such interest

shall once again be subject to the provisions of this clause 22.2.

Page 38

22.2.3

For purposes hereof, in the event any consideration offered for the

Offered Percentage Interest in the BONA FIDE OFFER consists

of rights, interests or property other than money, the ELSBURG JV

shall, in good faith, determine the fair value of such consideration

in monetary terms as of the date the BONA FIDE OFFER was

received by the VENTURER desiring to sell the Offered

Percentage Interest pursuant thereto. The fair value of such

consideration in monetary terms, as so determined, shall be

included in the purchase price payable by the ELSBURG JV

and/or the remaining VENTURER hereunder, but the ELSBURG

JV and/or the remaining VENTURER need not transfer to the

selling VENTURER the actual rights, interests or property offered

in the BONA FIDE OFFER, in order to exercise the rights of first

refusal granted pursuant to this clause 22.2.

22.3    TRIGGER EVENTS

Upon the happening of any of the following events (each a TRIGGER EVENT

save that the provisions of clause 6.2 supra shall not constitute a TRIGGER

EVENT) with respect of an AFFECTED VENTURER or with respect to an

AFFECTED INTEREST, the other VENTURER, shall have the right and option

to purchase all or any portion of the AFFECTED INTEREST, at the price and

upon the terms hereafter provided in clause 22.4:-

Page 39

22.3.1

Involuntary Transfers - any purported involuntary transfer, sale

or other disposition of all or any part of an interest of a VENTURER

in the ELSBURG JV, whether by operation of law, pursuant to a

court order, execution of a judgment or other legal process or

otherwise, and including, but not limited to, a purported transfer to

a liquidator or assignee for the benefit of creditors;

22.3.2

Insolvency - the liquidation of a VENTURER;

22.3.3

22.3.3.1

the occurrence of any other event which, were it not

for the provisions of the AGREEMENT, would cause

the interest in the ELSBURG JV of the other

VENTURER, or the interest in a VENTURER of the

shareholder of such VENTURER, or any part thereof,

to be sold, transferred or otherwise DISPOSED of,

whether voluntarily, involuntarily or by operation of

law, under circumstances that would not bring the

transfer within any other provision of this clause 22.3.;

22.3.3.2

in no way derogating from 22.3.3.1 supra, the

occurrence of an event where by the extant

CONTROLLING members of an entity constituting the

CONTROLLING member of a VENTURER, e.g.

MOGALE) at any time after the CLOSING DATE

Page 40

wishes to DISPOSE of their CONTROLLING interest

therein (e.g. MOGALE) without having obtained the

prior written consent of the remaining VENTURER.

22.3.4

Attempted Withdrawal - an y attempted withdrawal of a

VENTURER from the ELSBURG JV in breach of the

AGREEMENT.

22.4 Terms of Transfer pursuant to a TRIGGER EVENT

22.4.1

If, as a result of a TRIGGER EVENT, all or any part of the interest

of the AFFECTED VENTURER in the ELSBURG JV has been

transferred to a transferee, such transferee shall take and hold

such interest subject to the AGREEMENT and to all of the

obligations and restrictions upon the VENTURER from whom such

interest was acquired and shall observe and comply with the

AGREEMENT and with all such obligations and restrictions.

22.4.2

Upon the occurrence of a TRIGGER EVENT , the

TRANSFERRING VENTURER shall forthwith give written notice to

the ELSBURG JV and to the other VENTURER, stating when the

TRIGGER EVENT occurred, the reason therefor, the percentage of

Page 41

the interest of the AFFECTED VENTURER in the ELSBURG JV

so affected, and the name, address and capacity of the transferee,

if a transfer has occurred. If no such notice is given, the

ELSBURG JV or the other VENTURER may institute the purchase

proceedings by a written notice to the TRANSFERRING

VENTURER.

22.4.3

Upon receipt of any notice specified in clause 22.4.2 supra, the

other VENTURER shall have the first right and option, for a period

ending 30 (thirty) calendar days following the determination of the

purchase price of the AFFECTED INTEREST, to elect to purchase

all or any part of such AFFECTED INTEREST at the price and

terms provided below. Any transferee of that part of the

AFFECTED INTEREST which is not elected to be purchased shall

hold such part of the AFFECTED INTEREST subject to all of the

provisions of the AGREEMENT.

22.4.4

22.4.4.1

By Agreement - Upon the receipt of notice, the

TR AN SF ERR IN G V ENT URER a n d th e o th e r

VENTURER shall forthwith attempt to agree upon a

purchase price for the AFFECTED INTEREST.

Page 42

22.4.4.2

22.4.4.2.1.       If the other VENTURER and the

TRANSFERRING VENTURER are unable

to agree upon a purchase price within 30

(thirty) calendar days following the

ELSBURG JV’s receipt of notice of the

TRIGGER EVENT, they shall within the

next 30 (thirty) calendar days agree upon

an appraiser to value the fair market value

of the AFFECTED INTEREST. If no

agreement can be reached upon an

appraiser, the ELSBUR G J V sh all

promptly choose one appraiser by notice

to the TRANSFERRING VENTURER, and

the TRANSFERRING VENTURER shall

promptly choose one such appraiser by

notice to the ELSBURG JV. The two

appraisers so selected shall then promptly

appoint a third appraiser, and the three

appraisers so selected shall conduct and

complete an appraisal of the fair market

value of the AFFECTED INTEREST within

30 (thirty) calendar days after the

selection of the third appraiser. The

appraisers shall attempt to reach an

agreement as to the fair market value of

the AFFECTED INTEREST, and the

agreed decision of two out of the three

appraisers shall prevail. If two of the

appraisers are unable to agree as to the

fair market value of the AFFECTED

INTEREST, the values determined by

each of the three appraisers shall be

added together, their total shall be divided

by three, and the resulting quotient shall

be the fair market value of the AFFECTED

INTEREST. The determination of the

purchase price in such manner shall be

conclusive for all purposes and upon all

PARTIES.

22.4.4.2.2.     If either the remaining VENTURER or the

TRANSFERRING VENTURER shall fail to

appoint an appraiser within 30 (thirty)

calendar days after the lapse of the initial

30 (thirty) calendar day period referred to

above, then the appraiser appointed by

the PARTY which does appoint an

appraiser, shall alone determine the fair

market value of the AFFECTED

Page 44

INTEREST and such appraisal shall

prevail.

22.4.4.2.3.      Each PARTY shall compensate the

appraiser appointed by such PARTY, and

the compensation of the third appraiser

and the expenses of appraisal shall be

borne equally by the VENTURERS.

22.4.4.3

 Qualifications of Appraisers; Factors to be Taken

into Account - All appraisers selected by the

PARTIES shall be reasonably experienced in valuing

interests in businesses similar to the BUSINESS. In

making the appraisal, the appraised price shall be

what a willing buyer would pay to a willing seller in an

arms’ length transaction.

22.4.5

Payment of Purchase Price - The purchase price for the

AFFECTED INTEREST or part thereof to be sold hereunder shall

be payable entirely in cash.

22.4.6

The PARTIES agree and undertake to sign all documentation

necessary for and/or incidental to procuring the disposition and

implementation of the disposition of the AFFECTED INTEREST

Page 45

and of ensuring that the appropriate notices are made in the books

of account of the ELSBURG JV recording the same.

22.5  Assignee becoming substituted or additional VENTURER

No assignee of the whole or any portion of a VENTURER’s interest in the

ELSBURG JV shall become a substituted VENTURER in the place of his

assignor or an additional VENTURER unless all of the following conditions are

satisfied:-

22.5.1

the other VENTURER agrees to such substitution or such

PERSON becoming an additional VENTURER (which agreement

shall be deemed automatically given if the assignee has acquired

such interest pursuant to clause 22.2.2;

22.5.2

a duly executed and acknowledged instrument of assignment is

filed with the ELSBURG JV setting forth the intention of the

assignor that the assignee become a substituted VENTURER in its

place or additional VENTURER;

22.5.3

the assignor and assignee execute and acknowledge such

instrument or instruments as are necessary to give effect to such

substitution or such PERSON be com in g an a dd i ti on al

VENTURER, including the written acceptance and adoption by the

assignee of all of the terms and conditions of the AGREEMENT,

as amended from time to time; and

Page 46

22.5.4

the assignee or such PERSON becoming an additional

VENTURER pays the ELSBURG JV the reasonable expenses of

the ELSBURG JV incurred in connection therewith.

23.  Admission or Withdrawal of VENTURERS

23.1  New VENTURER

Except as otherwise provided in the AGREEMENT, a PERSON may become a

VENTURER only with the approval of the VENTURERS. Admission of a new

VENTURER shall not dissolve the ELSBURG JV but the VENTURERS

expressly agree to an equal dilution in their respective PERCENTAGE

INTERESTS in order to cater for the admission of any BEE participant in order

to comply with the requirements of the DME. In catering for the aforegoing

dilution, cognisance shall be taken by the VENTURERS of any significant BEE

shareholding in either VENTURER per se so that the admission of any new

BEE participant in the ELSBURG JV will not constitute what may otherwise be

a duplicate dilution in the case of either of the existing VENTURERS.

23.2   Capital Contribution of New VENTURER

Upon the admission of any PERSON as a VENTURER, such PERSON shall

contribute money or other rights, interests or assets to the ELSBURG JV, as

agreed by all of the VENTURERS including the newly admitted VENTURER,

and the PERCENTAGE INTERESTS of the VENTURERS shall be adjusted as

agreed by all of the VENTURERS, including the newly admitted VENTURER.

Page 47

23.3   Effect of New VENTURER

The VENTURERS hereby agree in advance that upon the admission of a new

VENTURER to the ELSBURG JV, the new VENTURER shall become a party

to the AGREEMENT upon agreeing in writing to be bound by the terms and

conditions of the AGREEMENT and upon agreeing to contribute to the capital

of the ELSBURG JV the amount agreed by the VENTURERS. If any such

newly admitted VENTURER becomes a party to the AGREEMENT, same will

continue to be binding on every VENTURER without the re-execution of the

AGREEMENT or any amendment to the AGREEMENT.

23.4   No Withdrawal

No VENTURER may withdraw from the ELSBURG JV without the consent of

the other VENTURERS, which may be granted or withheld by the other

VENTURERS in their sole and absolute discretion. Each VENTURER

covenants and agrees not to withdraw or to attempt to withdraw from the

ELSBURG JV without obtaining such consent.

24.   No Dissolution upon Withdrawal or Transfer

Notwithstanding anything to the contrary in the AGREEMENT, neither the withdrawal

of any VENTURER from the ELSBURG JV, whether voluntarily or involuntarily, nor the

sale or transfer of any VENTURER’s interest in the ELSBURG JV and the ensuing

withdrawal from the ELSBURG JV of such VENTURER pursuant thereto, shall cause

the dissolution of the ELSBURG JV, provided that after such event:-

Page 48

24.1       at least two VENTURERS remain in the ELSBURG JV; and

24.2       all remaining VENTURERS, including any successor VENTURER, elect to

continue the BUSINESS of the ELSBURG JV; and

24.3       if there are more than 2 (two) VENTURERS, all decisions of the ELSBURG JV

will be taken by a majority of the VENTURERS of the ELSBURG JV holding in

the aggregate not less than 75% (seventy-five per centum) of the total

PERCENTAGE INTERESTS, in order to be effective.

25.  Dissolution and Liquidation of the ELSBURG JV

25.1

The ELSBURG JV shall be dissolved upon the first to occur of the following

events:-

25.1.1

the expiration of the stated term of the ELSBURG JV;

25.1.2

the sale or other disposition of all or substantially all of the assets

of the ELSBURG JV to one or more bona fide purchasers for

value, provided that neither a sale and leaseback by the

ELSBURG JV nor any other transfer of title for financing purposes

shall be deemed a sale for the purpose of dissolving and

terminating the ELSBURG JV;

Page 49

25.1.3

the decision by the VENTURERS holding a majority of the

PERCENTAGE INTERESTS to terminate the ELSBURG JV; or

25.1.4

as otherwise provided by operation of law.

25.2   Winding Up of Affairs

Upon the dissolution of the ELSBURG JV, same shall be terminated and the

VENTURERS shall take full account of the ELSBURG JV’s assets and

LIABILITIES. The receivables of the ELSBURG JV shall be collected, and its

assets shall be liquidated as promptly as is consistent with obtaining the fair

value thereof. Upon dissolution, the ELSBURG JV shall engage in no further

business thereafter other than that necessary to operate the BUSINESS on an

interim basis, collect its receivables and liquidate its assets. The

AGREEMENT shall continue to be binding upon the VENTURERS during such

winding up period.

25.3    In Kind DISTRIBUTIONS

In the event that the VENTURERS reasonably determine that such a sale or

other disposition is not in the best interest of the VENTURERS, the

VENTURERS shall distribute such assets in kind and the VENTURERS shall

share in the DISTRIBUTION thereof in accordance with the terms of clause

25.4 infra.

Page 50

Upon dissolution, the proceeds of the liquidation of the assets of the

ELSBURG JV and the collection of its receivables together with assets

distributed in kind shall be applied and distributed as follows, and in the

following order of priority:-

25.4.1

to the payment and discharge of all of the ELSBURG JV’s debts

and LIABILITIES (other than the claims of secured creditors

whose obligations will be assumed or otherwise transferred upon

the liquidation of the ELSBURG JV’s assets and the claims of

secured creditors which are non-recourse LIABILITIES with

respect to which the creditor may look only to its security for

satisfaction of its claim, but including debts and LIABILITIES

owing to VENTURERS to the extent permitted by law), and the

expenses of liquidation;

25.4.2

to the creation of any reserves which the VENTURERS may deem

reasonably necessary for any contingent or unforeseen

LIABILITIES or obligations of the ELSBURG JV and, at the

expiration of such period as the VENTURERS may deem

advisable, for DISTRIBUTION in the manner hereinafter provided;

25.4.3

to the payment and discharge of all of the ELSBURG JV’s debts

and LIABILITIES owing to VENTURERS remaining unpaid, but if

the amount available for such payment and discharge shall be

insufficient, then pro rata in accordance with the amounts of such

debts and LIABILITIES; and

Page 51

25.4.4

to the respective VENTURERS with positive balances in their

capital accounts, in accordance with the ratio of their capital

accounts.

25.5   Deficit Capital Accounts

Upon the liquidation of a VENTURER’s interest in the ELSBURG JV, at the

end of the financial year of the ELSBURG JV in which such liquidation occurs

or 90 (ninety) days after the date of such liquidation, whichever is later, such

VENTURER shall pay to the ELSBURG JV in immediately available funds an

amount equal to the deficit, if any, in such VENTURER’s capital account and

such funds shall be distributed in accordance with the provisions of clause 25.4

supra.

25.6  Execution of Documents

The VENTURERS shall execute all such instruments for facilitating the

collection of the ELSBURG JV receivables and the liquidation of the

ELSBURG JV assets and for the mutual indemnity and release of the

VENTURERS as may be requisite or proper.

25.7  Binding ELSBURG JV After Dissolution

After dissolution, the VENTURERS may bind the ELSBURG JV as to any act

appropriate for winding up the affairs of the ELSBURG JV or completing

unfinished transactions.

Page 52

26.  Limited Liability of VENTURERS, Indemnification

26.1

Notwithstanding anything to the contrary stated herein, no VENTURER, nor

employee, agent, AFFILIATE or permitted successor and assign of any

VENTURER, shall be liable, responsible or accountable in damages or

otherwise to the other VENTURERS or to the ELSBURG JV for any errors in

judgment, for any act, including any act of active negligence, performed by

such PERSON, or for any omission or failure to act, if the performance of such

act or such omission or failure is done in good faith, is within the scope of the

authority conferred upon such PERSON, by the AGREEMENT or by law and

does not constitute breach of fiduciary duty, breach of any representation,

warranty or covenant contained in the AGREEMENT, wilful misconduct, gross

negligence or reckless disregard of duties. If any part of this clause 26.1 shall,

for any reason and to any extent, be invalid or unenforceable, this clause 26.1

shall be construed to exculpate the aforegoing PERSONS to the fullest extent

permitted by the law.

26.2   Indemnification

The ELSBURG JV shall indemnify and hold harmless each of the

VENTURERS and each of their respective INDEMNIFIED PERSONS from and

against any and all LIABILITIES reasonably incurred by any such

INDEMNIFIED PERSONS in connection with the defense or disposition of any

PROCEEDING in which any such INDEMNIFIED PERSON may be involved or

Page 53

any other rights to which any INDEMNIFIED PERSON may be entitled under

with which any such INDEMNIFIED PERSON may be threatened, with respect

to or arising out of any act, including any act of active negligence, performed by

the INDEMNIFIED PERSON or any omission or failure to act if:-

26.2.1

the performance of the act or the omission or failure was done in

good faith and within the scope of the authority conferred upon the

INDEMNIFIED PERSON by the AGREEMENT or by law, except

for acts which constitute breach of fiduciary duty, breach of any

rep ▇▇▇▇▇ ▇▇ tion , warranty or covenant contained in the

AGREEMENT, wilful misconduct, gross negligence or reckless

disregard of duties; or

26.2.2

a court of competent jurisdiction determines upon application that,

in view of all the circumstances, the INDEMNIFIED PERSON is

fairly and reasonably entitled to indemnification for such

LIABILITIES as such court may deem proper.

The ELSBURG JV’s indemnification obligations hereunder shall apply not only

with respect to any PROCEEDING brought by the ELSBURG JV or a

VENTURER but also with respect to any PROCEEDING brought by a third

party.

26.3   Selection of Attorneys; Expenses

The right of indemnification provided by this clause 26 shall be in addition to

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27.

any agreement, by vote of the VENTURERS, as a matter of law or otherwise,

shall continue as to any INDEMNIFIED PERSON who has ceased to be a

VENTURER and shall inure to the benefit of the successors, assigns,

executors or administrators of such INDEMNIFIED PERSON. Any

INDEMNIFIED PERSON shall have the right to select its own attorney to

defend any PROCEEDING, if it makes a reasonable showing that the attorney

for the ELSBURG JV cannot adequately represent its interests. The

ELSBURG JV shall pay the expenses incurred by any INDEMNIFIED

PERSON in defending a PROCEEDING in advance of the final disposition of

such PROCEEDING upon receipt of an undertaking by the INDEMNIFIED

PERSON to repay such payment if there shall be an adjudication or

determination that he is not entitled to indemnification as provided in the

AGREEMENT. The VENTURERS may not satisfy any LIABILITY except out

of the assets of the ELSBURG JV and no VENTURER shall be personally

liable with respect to any such LIABILITY.

26.4   Insurance

The ELSBURG JV, at the determination of the VENTURERS, may purchase

and maintain insurance on behalf of the INDEMNIFIED PERSONS against any

liability that may be asserted against or incurred by such INDEMNIFIED

PERSONS which is subject to indemnification hereunder.

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unless the contrary is proved on the date of delivery, provided such

27.1      The PARTIES hereby choose domicilia citandi et executandi for all purposes

under the AGREEMENT at the addresses set opposite their respective names

hereunder:-

27.1.1

ERPM - 4 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,

▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ - telefax number 011 476-2637;;

27.1.2

MOGALE - care of 1

Floor, North Wing, ▇▇▇▇ ▇▇▇▇▇▇▇ Office

Park, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, telefax number

012 346-4409,

with copies in both instances to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇

▇▇▇▇▇, ▇▇ House, ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, telefax number 011 712-

0712.

27.2      Any notice to either PARTY shall be addressed to such PARTY at its

aforesaid and either sent by telefax or delivered by hand. In the

case of any notice -

27.2.1

sent by telefax, it shall be deemed to have been received, unless

the contrary is proved, on the date of the successful transmission

thereof if a business day, otherwise the next following business

day;

27.2.2

delivered by hand, it shall be deemed to have been received,

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29.   Dispute Resolution

date is a business day or otherwise on the next following business

day.

27.3     Either PARTY shall be entitled, by notice to the other, to change its domicilium

to another address in the Republic of South Africa, provided that the changes

shall only become effective 14 (fourteen) days after service of the notice in

question.

27.4       Notwithstanding anything to the contrary hereinbefore contained, a written

notice or communication actually received by one of the PARTIES from the

other, including by way of telefax transmission, shall be adequate written notice

or communication to such PARTY.

28.   Breach

Should either VENTURER breach any of the provisions of the AGREEMENT in a

material manner which strikes at the root of the AGREEMENT, then and in such event

the aggrieved PARTY shall be obliged to afford the guilty PARTY a period of 90

(ninety) days’ notice in writing within which to remedy the breach, failing which the

aggrieved PARTY shall not be entitled to cancel the AGREEMENT (unless there is an

order to such effect by the arbitrator in terms of clause 26 supra and to whom such

decision shall be referred) but shall be restricted to a claim for specific performance

and damages. In this regard the PARTIES acknowledge that the continuity of the joint

venture is vital to their respective future interests.

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29.1      Any dispute arising out of or in connection with the AGREEMENT or the

subject matter of the AGREEMENT including without limitation any dispute

concerning:-

29.1.1

the existence of the AGREEMENT apart from this clause 29;

29.1.2

the interpretation and effect of the AGREEMENT and the

ANCILLARY AGREEMENTS;

29.1.3

the PARTIES’ respective rights and obligations under the

AGREEMENT, the ANCILLARY AGREEMENTS and under the

TERM SHEET;

29.1.4

the rectification of the AGREEMENT;

29.1.5      the breach, termination or cancellation of the AGREEMENT or any

matter arising out of breach, termination or cancellation thereof;

29.1.6

damages in delict, compensation for unjust enrichment of any

other claim, whether or not the rest of the AGREEMENT (apart

from this clause) is valid and in force,

shall in the first instance be referred for joint consideration and possible

resolution to the following persons in the following order of priority:-

to the Chief Executive Officer of ERPM on the one hand and the Chief

Executive Officer of the MOGALE on the other hand; thereafter

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to the Chief Executive Officer of DRD SA and the Chief Executive

Officer of MINTAILS SA; thereafter

to the Chief Executive Officer of DRDGold Limited and the Chief

Executive Officer of MinTails Limited of Australia.

Should these officers not be able to resolve the dispute, then they shall, by

agreement, appoint an independent third party to act as a mediator, and not

as an arbitrator, to mediate in the resolution of the dispute. Should they not

be able to agree on the mediator, then the mediator shall be selected by the

Chairman of the Arbitration Foundation of Southern Africa (“AFSA”). Should

the dispute not be resolved in this manner, then the dispute shall be decided

by arbitration as set out in clauses 29.2 to 29.9 infra.

29.2      If any PARTY requires a dispute to be referred to arbitration after the mediation

referred to in clause 29.1 supra has not been able to resolve a dispute, that

PARTY shall notify the other PARTY/IES in writing, identifying the dispute and

setting out the relief required.

29.3      Within 30 (thirty) days of receipt of the notice referred to in clause 29.2 above,

the PARTIES shall agree on the arbitrator. If agreement is not reached within

30 (thirty) days after any PARTY, in writing, called for agreement, the arbitrator

shall be appointed by the Chairman of AFSA. The arbitrator appointed must

be, taking into account the nature of the dispute, suitably qualified to deal with

the matter and be totally independent of the PARTIES and not have

represented any of the PARTIES at any prior stage.

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29.4     The arbitration shall be held in Johannesburg and the PARTIES shall

endeavour to ensure that it is completed, if possible, within 120 (one hundred

and twenty) days after the appointment of the arbitrator unless the arbitrator is

of the opinion that an extended period is required therefor. Should the

PARTIES be unable to agree on the time parameters for the resolution of the

dispute and should it then become necessary to pursue the same as envisaged

by the AFSA Rules then, notwithstanding anything to the contrary therein

contained, the time parameters as contained in the AFSA Rules shall be

deemed substituted in their entirety by the Uniform Rules of the High Court of

South Africa and in the event of any conflict, as determined by the presiding

arbitrator.

29.5     The arbitrator need not strictly observe the principles of law and the rules of

evidence and may decide upon the procedure to be followed in respect of the

matters submitted to him according to what he considers equitable in the

circumstances.

29.6     The proceedings in the arbitration shall as far as practicable take place in

private and be kept confidential.

29.7     The PARTIES shall be entitled to legal representation at the arbitration.

29.8     The arbitrator shall decide the dispute and hand down a written decision no

later than 30 (thirty) days after the completion of the arbitration proceedings

unless the PARTIES agree to the contrary. Any PARTY aggrieved at the

arbitrators’s decision shall be entitled to require the decision to be referred to

Page 60

an appeal panel of 3 (three) retired judges, one selected by each of the

PARTIES to the dispute (allied AFFILIATES shall be deemed to constitute one

disputing PARTY) and the remaining judge who shall be appointed by the 2

(two) nominated retired judges and who shall act as the chairman of the panel.

The procedures to be followed in connection with the appeal process shall be

determined in accordance with those prescribed by AFSA unless the PARTIES

agree to the contrary.

29.9       The provisions of this clause shall not preclude any PARTY from obtaining

interim relief on an urgent basis from a court of competent jurisdiction pending

the decision of the arbitrator.

30.  Good Faith and Implementation

30.1       The PARTIES undertake to do all such things, perform all such acts and take

all steps to procure the doing of all such things and the performance of all such

acts, as may be necessary or incidental to give or conducive to the giving of

effect to the terms, conditions and import of the AGREEMENT.

30.2      The PARTIES shall at all times during the continuance of the AGREEMENT

observe the principles of good faith towards one another in the performance of

their obligations in terms of the AGREEMENT. This implies, without limiting

the generality of the aforegoing, that:-

30.2.1

they will at all times during the term of the AGREEMENT act

reasonably, honestly and in good faith;

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33.   Non-Waiver

30.2.2

they will perform their obligations arising from the AGREEMENT

diligently and with reasonable care; and

30.2.3

they will make full disclosure to each other of any matter that may

affect the execution of the AGREEMENT or its implementation

from time to time.

Notwithstanding any express or implied provisions herein to the contrary and

irrespective of where the AGREEMENT may be signed by any of the VENTURERS,

same shall in all respects be governed, interpreted and implemented according to the

laws of the Republic of South Africa. To the extent that the provisions of clause 18

may for any reason not be applicable, each of the VENTURERS hereby furthermore

submits to the jurisdiction of the Witwatersrand Local Division of the High Court of the

Republic of South Africa for all purposes under the AGREEMENT or arising in

connection therewith, including the institution of any proceedings under the

AGREEMENT.

The VENTURERS agree that any monies due and payable by any one VENTURER to

another shall be set off between such VENTURERS.

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36.

No extension of time or waiver or relaxation of any of the provisions or terms of the

AGREEMENT shown by any of the VENTURERS to the other/s, shall operate as a

novation of the AGREEMENT, nor shall it operate so as to preclude such partner

thereafter from exercising his rights strictly in accordance with the AGREEMENT.

The AGREEMENT may be signed in separate counterparts, each of which shall be

deemed to be an original and all of which taken together shall constitute one and the

same instrument. A counterpart of the AGREEMENT in telefax form shall be

conclusive evidence of the original signature and shall be as effective in law as the

counterparts in original form showing the original signatures.

The AGREEMENT constitutes the whole agreement between the VENTURERS

relating to the subject matter hereof and no amendment or consensual cancellation of

the AGREEMENT or any provision or term thereof, and no extension of time, waiver,

relaxation or suspension of any of the provisions or terms of the AGREEMENT, shall

be of legal efficacy save insofar as the same is reduced to writing and signed by the

VENTURERS. Any such extension, waiver or relaxation or suspension which is so

given or made shall be strictly construed as relating to the matter in respect whereof it

was made or given.

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36.1       It is recorded that the AGREEMENT constitutes one of many agreements to be

executed pursuant to the TERM SHEET.

36.2       Notwithstanding anything to the contrary hereinbefore contained, upon the

SIGNATURE DATE, the TERM SHEET shall, to the extent that it impacts upon

the AGREEMENT and may be in conflict therewith, be deemed superseded

by the AGREEMENT save that to the extent any dispute may arise in regard

to the AGREEMENT then from an historical perspective, cognisance shall

be taken of the TERM SHEET in order to determine the intentions of the

PARTIES at the time of the conclusion thereof.

Thus done and signed by ERPM at Johannesburg on this the 15

day of August 2008, in the

presence of the undersigned witnesses.

As witnesses:-

For: East Rand Proprietary Mines Limited

Thus done and signed by MOGALE at Johannesburg on this the 15

day of August 2008, in

the presence of the undersigned witnesses.

As witnesses:-

For: Mogale Gold (Proprietary) Limited

/s/ DAW van der ▇▇▇▇

director

2.

- director -

day of August 2008

Resolved that :-

1.

2.

Certified True Extracts

Chairman of the Meeting

day of August 2008

Resolved that :-

1.

2.

Certified True Extracts

Chairman of the Meeting

(

clause 1.1.5 supra)

The agreements defined as:-

1.

2.

Sale Agreement to be entered into by and between Ergo Uranium (Pty) Limited and
Ergo Mining (Proprietary) Limited in relation, inter alia, to the sale of what is defined as

the “

Brakpan Plants ”.

Mining User Contract to be entered into by and between Crown Gold Recoveries (Pty)
Limited, East Rand Proprietary Mines Limited, Elsburg Gold Mining Joint Venture,
Ergo Mining (Pty) Limited, Ergo Uranium (Pty) Limited and Mogale Gold (Pty) Limited
relating to the use, inter alia, of what has been defined as the “ERPM Assets” and the

“

Ergo Mining Assets”.

DRD SA FACILITY AGREEMENT.

MOGALE FACILITY AGREEMENT.

(

clause 1.1.18 supra)

(

clause 1.1.32 supra)