Exhibit 4.22

NOTARIAL AUTHENTICATION CERTIFICATE

TO ALL WHOM THESE PRESENTS SHALL COME

ROELOF EMILE BONNET

Notary Public, residing and practising at Johannesburg, in the Province of Gauteng, Republic ofSouth Africa, by lawful authority duly admitted and sworn, do hereby certify and attest that I waspersonally present and did witness -

GERARD HENDRIK KEMP Identification Number 540911 5064 08 9;

ROBERT ALEX LLEWELLYN ATKINSON Identification Number 520119 519208 2;

both being the signatories named in the Sale of Business Agreement annexed hereto, duly sign andexecute the said Agreement at the places and on the dates recorded therein and that the names andsignatures of Gerard Hendrik Kemp and Robert Alex Llewellyn Atkinson thereto subscribed is of theproper and respective handwriting of the said Gerard Hendrik Kemp and Robert Alex LlewellynAtkinson.

In testimony whereof, I, the Notary, have hereunto subscribed my name and set and fixed my seal ofoffice at JOHANNESBURG aforesaid on this the 18^th day of December in the year 2007 (twothousand and seven).

Quod attestor NOTARY PUBLIC

Page 218 December 2007TABLE OF CONTENTS1 INTERPRETATION................................... 32 INTRODUCTION..................................... 223 CONDITIONS PRECEDENT............................. 224 SALE............................................. 265 PURCHASE CONSIDERATION........................... 276 DISCHARGE OF THE PURCHASE CONSIDERATION.......... 277 VALUE-ADDED TAX.................................. 288 CLOSING.......................................... 299 BUSINESS LIABILITIES............................. 3110 THE CONTRACTS.................................... 3211 EFFECTIVE DATE BALANCE SHEET,.................... 3312 HOUSING DEVELOPMENT.............................. 3413 EMPLOYEES........................................ 3414 MEDICAL SCHEMES.................................. 3915 RETIREMENT SCHEMES............................... 3916 REHABILITATION LIABILITIES....................... 4117 LEASE OF GROUP STORES FACILITY................... 4218 WATER AND ELECTRICITY............................ 4319 SERVITUDE OF ACCESS AND EGRESS................... 4520 INTERIM PERIOD AND LIAISON ON CONDUCT OF BUSINESS 4621 PUBLICATION IN TERMS OF INSOLVENCY ACT........... 4922 WARRANTIES BY THE SELLER......................... 5023 ENVIRONMENTAL INDEMNITY.......................... 5124 INDEMNITIES...................................... 5425 LIMITATION OF LIABILITY.......................... 5626 NO DUPLICATION OF RECOVERY....................... 5827 GENERAL WARRANTIES............................... 5928 APPOINTMENT OF PAMODZI AS AGENT.................. 6029 CONFIDENTIALITY.................................. 6030 PUBLICITY........................................ 6331 SUPPORT.......................................... 6432 BREACH........................................... 6533 DISPUTE RESOLUTION............................... 6634 NOTICES AND DOMICILIA............................ 6835 BENEFIT OF THE AGREEMENT......................... 6936 APPLICABLE LAW AND JURISDICTION.................. 6937 GENERAL.......................................... 7038 COSTS............................................ 7139 SIGNATURE........................................ 72

ANNEXES

ANNEXE “A”: DRAFT GUARANTEE

ANNEXE “B”: AREA DIAGRAM

ANNEXE “C”: CAPITAL EXPENDITURE PROJECTS

ANNEXE “D”: CONTRACTS

ANNEXE “E”: DISCLOSED MATERIAL

ANNEXE “F”: FIXED ASSETS

ANNEXE “G”: IMMOVABLE PROPERTY

ANNEXE “H”: OLD ORDER MINING RIGHTS

ANNEXE “I”: SHARED SERVICES

ANNEXE “J”: WARRANTIES

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WHEREBY THE PARTIES AGREE AS FOLLOWS -

1 INTERPRETATION

1.1 In this Agreement-

1.1.1 clause headings are for convenience only and are not to be used in its

interpretation;1.1.2 an expression which denotes -1.1.2.1 any gender includes the other genders;1.1.2.2 a natural person includes a juristic person and vice versa; and1.1.2.3 the singular includes the plural and vice versa.

1.2 In this Agreement, unless the context indicates a contrary intention, the followingwords and expressions bear the meanings assigned to them and cognate expressions bearcorresponding meanings -

1.2.1 “Accounts Date” means 30 September 2007;

1.2.2 “Accounts Payable” means all claims by creditors of the Business

against the Seller reflected in the Agreement Accounts or incurred after theAccounts Date in the ordinary course of business, which have not been dischargedas at the Effective Date;

1.2.3 “Accounts Receivable” means all the claims of the Seller on the

Effective Date against trade and other debtors of the Business including allamounts due in respect of Gold Work-in-Progress;

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

1.2.5 “Agreement” means this sale of business agreement;

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1.2.6 “Agreement Accounts” means the management accounts of the Seller in respect of theBusiness for the year ended 30 June 2007 and the quarter ended on the Accounts Date, copiesof which have been provided to the Purchaser and Pamodzi;

1.2.7 “Area Diagram” means the area diagram attached hereto as annexe “B”;

1.2.8 “Business” means the gold mining business carried on by the Seller, known as the “Cooke1, 2 and 3 Shafts”, at the Effective Date, and which consists of the Business Assets and theBusiness Liabilities;

1.2.9 “Business Assets” means all of the assets used by the Seller in or in connection with theBusiness as at the Effective Date, comprising the -

1.2.9.1 Contracts;1.2.9.2 Cooke Shafts;1.2.9.3 Cooke Plant;1.2.9.4 Fixed Assets;1.2.9.5 goodwill of the Business;1.2.9.6 Immovable Property;1.2.9.7 Stock;1.2.9.8 New Order Mining Right;1.2.9.9 New Order Prospecting Right;1.2.9.10 Tailings Dumps; and

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1.2.9.11 all prepaid expenses and deposits made in connection with theBusiness,but specifically excludes the Excluded Assets;1.2.10 “Business Liabilities” means the -1.2.10.1 Environmental Liabilities;1.2.10.2 Rehabilitation Liabilities; and

1.2.10.3 Seller’s liabilities to the Employees as provided for in clause 13, butspecifically excludes the Accounts Payable;

1.2.11 “Capital Expenditure Amount” means the aggregate of the amounts expended by theSeller between the Signature Date and the Effective Date on the projects listed inannexe “C”;

1.2.12 “Companies Act” means the Companies Act, 1973;

1.2.13 “Conditions Precedent” means the conditions set out in clause 3.1;

1.2.14 “Contractor Agreement” means an agreement to be headed “Contractor Agreement” and tobe entered into between the Seller and the Purchaser in terms of which the Purchaser isappointed to conduct mining operations for and on behalf of the Seller in respect ofDump 20 and the Lindum Dumps from the Effective Date until the Old Randfontein SaleAgreement has been implemented, which Agreement will provide that the Purchaser shall -

1.2.14.1 be responsible for all rehabilitation and environmental liabilities arising afterthe Effective Date out of such mining operations; and

1.2.14.2 pay a monthly fee (plus VAT) to the Seller in respect of its

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appointment, which monthly fee will be the aggregate of R2,000,000.00 (twomillion rand) and an additional amount calculated in accordance with thefollowing formula -

A = (B-C) x D

Where:

A= the additional amount;

B = the Old Randfontein Purchase Consideration;

C= R2,000,000.00 (two million rand) multiplied by thenumber of months during which the Contractor Agreement has been in force;and

D = 1/_12th (one twelfth) of the Prime Rate from time to time;

1.2.15 “Contracts” means all agreements in force on the Effective Date to which the Selleris a party relating to the Business, which agreements are listed in annexe “D”;

1.2.16 ““Cooke Plant” means the processing plant known as the ‘Cooke Plant” owned andoperated by the Seller and used for the processing of gold ore, including all assetsof any nature whatsoever used in or in connection with the Cooke Plant, butspecifically excludes the Excluded Assets;

1.2.17 “Cooke Shafts” means the underground mining operations currently operated by theSeller on the Immovable Property, which shafts are outlined in yellow on the AreaDiagram, and which are known as the “Cooke 1, 2 and 3 Shafts”;

1.2.18 “Disclosed Material” means the written materials, including documents,

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agreements, financial information and written correspondence described in annexe “E”;

1.2.19 “DME” means the Department of Minerals and Energy of the Government of the Republic of SouthAfrica;

1.2.20 “Doornkop Extension” means the area shaded in purple on the Area Diagram;

1.2.21 “Doornkop Extension Mineral Rights” means all mineral rights, mining leases, mininglicences, surface right permits and other mining rights in respect of the Doornkop Extension;

1.2.22 “Doornkop Plant” means the processing plant known as the “Doornkop Plant” owned andoperated by the Seller and used for the processing of gold ore, which plant does not formpart of the Business;

1.2.23 “Dump 20” means the tailings dump situated on the Old Randfontein Immovable Property andknown as “Dump 20”, which tailings dump is indicated by the area shaded in blue on the AreaDiagram;

1.2.24 “Effective Date” means the 1^st (first) business day of Randfontein’s cost monthcommencing immediately after the date on which the last of the Conditions Precedent containedin clauses 3.1.1 to 3.1.16 is fulfilled or waived, as the case may be;

1.2.25 “Effective Value Determination” means the effective value determination made by the DME inrespect of the Purchase Consideration and the allocation thereof to the New Order Rights onthe one hand and the remaining Business Assets on the other, as contemplated by section37(4) of the Income Tax Act, 1962;

1.2.26 “EMP” means the Seller’s environmental management programme

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submitted in support of its application to convert the Old Order Mining Rights intothe New Order Mining Right;

1.2.27 “Employees” means all employees of the Seller who are employed exclusively in respect ofthe Business as at the Effective Date;

1.2.28 “Environment” means the surroundings within which humans exist and that are made up of theland, water and atmosphere of the earth, all forms of life, ecological systems; and thephysical, chemical, aesthetic and cultural properties and conditions of the foregoing thatinfluence human health and well-being;

1.2.29 “Environmental Law” means and includes all -

1.2.29.1 common law duties and rules, national, provincial and municipal legislation (includingregulations and other subsidiary legislation); and self-executing provisions of internationalagreements approved by Parliament, that are concerned with the protection or rehabilitationof the Environment, the use of natural resources (including land), and the maintenance of anEnvironment conducive to human health and well-being;

1.2.29.2 directives, orders or other instructions lawfully given by an organ of state or statefunctionary exercising powers under any provision referred to in clause 1.2.29.1; and

1.2.29.3 permits, authorisations and exemptions issued under any provision referred to in clause1.2.29.1;

1.2.30 “Environmental Liabilities” means all and any liabilities and obligations in relation to allenvironmental disturbances and degradation arising pursuant to or in connection with —

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1.2.30.1 the conduct of the Business or any part thereof, including the reclamation andremediation of all such environmental disturbances and degradation of whatsoever natureor kind, whether existing within or outside the Immovable Property and/or the MiningArea, and whether the cause of action in respect thereof arose prior to or after theEffective Date;

1.2.30.2 the water decant in respect of the Western Basin; and

1.2.30.3 water discharged by or in connection with the Business or any part thereof into anyriver, spruit or other waterway, water compartment, water source, reservoir or thelike, including the Wonderfonteinspruit,

but specifically excludes anything which forms part of the RehabilitationLiabilities;

1.2.31 “Excluded Assets” means the Accounts Receivable, the Gold Work-in-Progress, the GroupSpares and anything in the Group Stores Facility;

1.2.32 “Fixed Assets” means all underground and surface infrastructure, equipment and otherassets of the Seller, used in or in connection with the Business on the Effective Date,and including at least those Fixed Assets, as at the Signature Date, listed in annexe“F”, but specifically excludes the Excluded Assets;

1.2.33 “Fixed Purchase Consideration” means the Rand Equivalent of US$400,000,000.00 (fourhundred million United States dollars) on the Effective Date;

1.2.34 “Gold Work-in-Progress” means all gold bearing material derived from the Businesswhich has, as at the Effective Date -

1.2.34.1 passed over the weigh bridge known as “Cooke 3 Weigh Bridge,

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which is situated at Midload, for processing at the Doornkop Plant; and

1.2.34.2 been delivered to the Cooke Plant for processing;

1.2.35 “Group Spares” means all equipment classified by the Seller and/or Harmony as “GroupSpares” which is used in or in connection with any of the Business Assets and any otherassets of the Seller and/or Harmony;

1.2.36 “Group Stores Facility” means the facility used by the Seller for “Group Stores”, whichfacility is shaded in grey on the Area Diagram;

1.2.37 “Group Stores Facility Environmental Liabilities” means all and any liabilities andobligations in relation to all environmental disturbances and degradation arising pursuant toor in connection with the operation of the Group Stores Facility or any part thereof,including the reclamation and remediation of all such environmental disturbances anddegradation of whatsoever nature or kind, whether existing within or outside the Group StoresFacility, and whether the cause of action in respect thereof arose prior to or after theEffective Date, but specifically excludes anything which forms part of the RehabilitationLiabilities;

1.2.38 “Harmony” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, alimited liability public company duly incorporated in the Republic of South Africa;

1.2.39 “Harmony Group Company” means Harmony and its subsidiaries;

1.2.40 “Immovable Property” means the immovable property owned by the Seller and used in connectionwith the Business, which is hatched in orange on the diagram attached hereto as annexe “G”;

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1.2.41 “Independent Auditors” means such independent auditors as may be agreed between the Parties,or failing agreement within 10 (ten) business dates from the date of a request by any Partyfor such agreement, appointed by the Chairperson for the time being of the South AfricanInstitute of Chartered Accountants from one of the 4 (four) largest independent firms ofauditors in South Africa at the time;

1.2.42 “Insolvency Act” means the Insolvency Act, 1936;

1.2.43 “Interim Period” means the period between the Signature Date and the Effective Date;

1.2.44 “Investco” means ARMgold/Harmony Joint Investment Company Limited, registration number2002/032163/07, a limited liability private company duly incorporated in the Republic ofSouth Africa;

1.2.45 “Labour Relations Act” means the Labour Relations Act, 1995;

1.2.46 “Lindum Dumps” means the tailings dumps situated on the Old Randfontein Immovable Propertyand known as “Lindum Dumps”, which tailings dumps are hatched in red on the Area Diagram;

1.2.47 “Material Contracts” means those Contracts indicated as being material in annexe “D”;

1.2.48 “Mining Area” means the area shaded in green on the Area Diagram;

1.2.49 “Minister” means the Minister of Minerals and Energy;

1.2.50 “MPRDA” means the Mineral and Petroleum Resources Development Act, 2002;

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1.2.51 “New Order Mining Right” means the mining right into which it is intended that theOld Order Mining Rights will be converted in terms of clause 3.1.2;

1.2.52 “New Order Prospecting Right” means that portion of the Prospecting Right whichcovers the tailings dumps known as the “Millsite Complex Dumps” and the “4 ShaftSlimes Dam’’;

1.2.53 “New Rehabilitation Fund” means a new rehabilitation fund to be established forpurposes of making provision for the Rehabilitation Liabilities of the Business, asset out in clause 16;

1.2.54 “Old Order Mining Rights” means all existing mineral rights, mining leases, mininglicences, surface right permits and other mining rights held by the Seller and whichrelate to, or are used in or in connection with, the Business, including those listedin annexe “H”;

1.2.55 “Old Randfontein Immovable Property” means the immovable property indicated by thearea hatched in blue on the diagram attached hereto as annexe “G”, but specificallyexcludes the immovable property on which the Seller’s office premises known as“Randfontein Office Park” and the Seller’s hospital known as the “Sir Albert Hospital”are situated;

1.2.56 “Old Randfontein Mineral Rights” means all mineral rights, mining leases, mininglicences, surface right permits and other mining rights in respect of the OldRandfontein Immovable Property including Dump 20 and Lindum Dumps;

1.2.57 “Old Randfontein Purchase Consideration” means the Rand Equivalent ofUS$20,000,000.00 (twenty million United States dollars) as at the date of determination of thefee payable under the Contractor

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Agreement or the date on which the Old Randfontein Sale Agreement becomes effective,as the case may be;

1.2.58 “Old Randfontein Sale Agreement” means an agreement to be headed “Sale Agreement” and to beentered into between the Parties, in terms of which the Seller sells the Old RandfonteinImmovable Property and the Old Randfontein Mineral Rights (together with all environmentalliabilities (subject to an indemnity substantially similar to that contained in clause 23)and rehabilitation liabilities in respect thereof) to the Purchaser, which agreement will -

1.2.58.1 be on terms substantially similar to those contained in this Agreement, includingwarranties and indemnities (including in respect of Environmental Liabilities) provided bythe Seller to the Purchaser in respect of the Old Randfontein Business not less favourablethan those provided by the Seller in respect of the Business under this Agreement;

1.2.58.2 be conditional on, inter alia, the conversion of the Old Randfontein Mineral Rights interms of Item 7 of Schedule II to the MPRDA or inclusion thereof in the New Order MiningRight, and the consent of the Minister under section 11 of the MPRDA being obtained to thetransfer of the relevant mineral rights; and

1.2.58.3 provide that the purchase consideration payable by the Purchaser to the Seller shall bethe Old Randfontein Purchase Consideration, less the aggregate of the amounts in “C” of theformula contained in clause 1.2.14.2 paid in terms of the Contractor Agreement, as adjustedon mutatis mutandis the same basis as the Purchase

Consideration is to be adjusted in terms of the Sale of Shares and

Claim Agreement, plus VAT if applicable;

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1.2.59 “Pamodzi” means Clidet No 770 (Proprietary) Limited, registration number2007/012390/07, a limited liability private company duly incorporated in the Republicof South Africa;

1.2.60 “Parties” means the parties to this Agreement;

1.2.61 “Prime Rate” means the publicly quoted basic rate of interest, compounded monthly inarrears and calculated on a 365 (three hundred and sixty five) day year irrespective ofwhether or not the year is a leap year, from time to time published by Absa BankLimited as being its prime overdraft rate, as certified by any representative of thatbank whose appointment and designation it will not be necessary to prove;

1.2.62 “Prospecting Right” means the prospecting right applied for by the Seller under theMPRDA covering various of the Seller’s mining areas including the tailings dumps knownas the “Millsite Complex Dumps” and the “4 Shaft Slimes Dam";

1.2.63 “Purchase Consideration” means the amount payable by the Purchaser to the Seller forthe Business in terms of this Agreement, details of which are set out in clause 5;

1.2.64 “Purchaser” means Clidet No 726 (Proprietary) Limited, registration number2007/607531/07, a limited liability private company duly incorporated in the Republicof South Africa;

1.2.65 “Rand Equivalent” means the rand equivalent of a United States dollar, being thearithmetic average of the bid and offer rates quoted by any representative of Absa BankLimited, whose appointment and designation it will not be necessary to prove, as at10h00 on the relevant date of determination;

1.2.66 “Rehabilitation Liabilities” means the obligations to rehabilitate all

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environmental disturbances, including health and pollution, and degradationexisting within the Immovable Property and the Mining Area and/or arisingpursuant to the conduct of the Business or any part thereof (including anyobject and/or thing within the Immovable Property and/or the Mining Area),whether such obligations arose prior to or after the Effective Date, and shallinclude -

1.2.66.1 all restoration, anti-pollution measures, anti-flooding measures and obligations,making safe, rehabilitation, compliance with the terms of any rehabilitation plansand/or programs approved by the DME;

1.2.66.2 all general compliance with Environmental Laws;

1.2.66.3 all compliance with all lawful directives of all regulatory authorities; and

1.2.66.4 the obtaining of relevant certificates in terms of section 43 of the MPRDA inrespect of the Business and its operations,

which are contained, referred to, dealt with or contemplated in the EMP; and

1.2.66.5 all pumping and anti-flooding measures and obligations in respect of

all water, of whatsoever nature or kind and howsoever arising, in accordance withapplicable rehabilitation plans and/or programmes, Environmental Laws and/or lawfuldirectives of all regulatory bodies (including the obtaining of relevantcertificates in terms of section 43 of the MPRDA in respect of the Business and itsoperations), whether contained, referred to, dealt with or contemplated in the EMPor not, but excluding any liability arising out of the discharge prior to theEffective Date of water into any river, spruit or other waterway, watercompartment, water source, reservoir or the like, which

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contaminated or in any other manner does not comply with Environmental Laws;

1.2.67 “Sale” means the sale by the Seller of the Business to the Purchaser in terms of thisAgreement;

1.2.68 “Sale of Shares and Claim Agreement” means the agreement headed “Sale of Shares and ClaimAgreement” entered or to be entered into between Randfontein, Investco and Pamodzi, in termsof which Randfontein and Investco will sell 60% (sixty percent) of Investco’s

shares in, and 60% (sixty percent) of Randfontein’s claim on loan accountagainst the Purchaser, to Pamodzi;

1.2.69 “Seller” means Randfontein Estates Limited, registration number 1889/000251/06, a limitedliability public company duly incorporated in the Republic of South Africa;

1.2.70 “Seller’s Attorneys” means Cliffe Dekker Incorporated;

1.2.71 “Shared Services Agreement” means an agreement to be headed “Shared Services Agreement andto be entered into between the Seller and the Purchaser, pursuant to which each of them shallprovide certain services and access rights to the other at a fee, in respect of services,equivalent to cost plus 5% (five percent), which services shall include those listed inannexe “I”;

1.2.72 “Signature Date” means the date of signature of this Agreement by the Party last signing;

1.2.73 “Stock” means the stock-in-trade of the Seller relating to the Business at the EffectiveDate, including consumables but excluding the Excluded Assets;

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1.2.74 “Tailings Dumps” means the tailings dumps situated on the Immovable Property, indicated bythe area hatched in red on the Area Diagram and known as the “Cooke Dumps”, “4 Shaft SlimesDam” and “Millsite Complex Dumps”;

1.2.75 “Tax” means all income tax, capital gains tax, secondary tax on companies, dividend tax,VAT, stamp duty, uncertificated securities tax, PAYE, levies, assessments, imposts,deductions, charges and withholdings whatsoever in terms of any Tax legislation, and includesall penalties and interest payable as a consequence of any failure or delay in paying anyTaxes;

1.2.76 “Toll Milling Agreement” means an agreement to be headed “Toll Milling Agreement” and to beentered into between the Seller and the Purchaser, in terms of which the Purchaser willprocess material derived from the Business and the Contractor Agreement through the DoornkopPlant, which agreement will -

12.76.1 provide that the Purchaser will be able to process the following tons of material throughthe Doornkop Plant per month -

1.2.76.1.1 in respect of the 1^st (first) year: 120,000 (one hundred and twenty thousand)tons;

1.2.76.1.2 in respect of the 2^nd (second) year: 90,000 (ninety thousand) tons;

1.2.76.1.3 in respect of the 3^rd (third) year: 83,000 (eighty three thousand) tons; and

1.2.76.14 in respect of the 4^th (fourth) year: 83,000 (eighty three thousand)

tons; and

12.76.2 the Purchaser shall pay the Seller a monthly toll milling fee equal to

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the Seller’s aggregate cost of operating the Doornkop Plant for that month,divided by the aggregate number of tons of material processed through theDoornkop Plant during that month, multiplied by the aggregate number of tonsof material processed through the Doornkop Plant during that month by thePurchaser, plus 5% (five percent) thereof and VAT;

1.2.77 “Transaction Agreements” means this Agreement and the Sale of Shares and ClaimAgreement;

1.2.78 “Trigger Event” means any one or more events, circumstances, conditions or changes whichresult in, or which will result in, individually or in the aggregate, a material adverseimpact on the Business and which has reduced, or will reduce, the value of the Business ona permanent basis by at least US$40,000,000.00 (forty million United States dollars),provided that any changes in market conditions, of whatsoever nature or kind, includingfluctuations in interest rates and commodity prices and changes in the availability ofproducts, shall not constitute a Trigger Event and shall not be taken into account in anymanner in determining any reduction in the value of the Business;

1.2.79 “VAT” means value-added tax as levied from time to time in terms of the VAT Act;

1.2.80 “VAT Act” means the Value-Added Tax Act, 1991;

1.2.81 “Warranties” means the warranties in annexe “J” and otherwise expressly given by theSeller to the Purchaser in terms of this Agreement; and

1.2.82 “West Wits Agreement” means the heads of agreement entered into between West WitwatersrandGold Mines Limited, Mogale Gold

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(Proprietary) Limited and the Seller on 1 February 2007 regarding acid minedrainage in the Western Basin, as amended by an addendum entered into on 19May 2007, which agreement is a Material Contract.

1.3 Any substantive provision, conferring rights or imposing obligations on a Party andappearing in any of the definitions in this clause 1 or elsewhere in this Agreement,shall be given effect to as if it were a substantive provision in the body of theAgreement.

1.4 Words and expressions defined in any clause shall, unless the application of anysuch word or expression is specifically limited to that clause, bear the meaningassigned to such word or expression throughout this Agreement.

1.5 Subject to clauses 1.6, 1.8 and 1.16, defined terms appearing in this Agreement intitle case shall be given their meaning as defined, while the same terms appearing inlower case shall be interpreted in accordance with their plain English meaning.

1.6 The terms “holding company” and “subsidiary” shall bear the meanings assignedthereto in the Companies Act.

1.7 A reference to any statutory enactment shall be construed as a reference to thatenactment as at the Signature Date and as amended or substituted from time to time.

1.8 Reference to “days” shall be construed as calendar days unless qualified by the word“business”, in which instance a “business day” will be any day other than a Saturday, Sundayor public holiday as gazetted by the government of the Republic of South Africa from time totime. Any reference to “business hours” shall be construed as being the hours between 08h30and 17h00 on any business day. Any reference to time

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shall be based upon South African Standard Time.

1.9 Unless specifically otherwise provided, any number of days prescribed shall be determined byexcluding the first and including the last day or, where the last day falls on a day that isnot a business day, the next succeeding business day.

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

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

1.12 The expiration or termination of this Agreement shall not affect such of the provisions ofthis Agreement as expressly provide that they will operate after any such expiration ortermination or which of necessity must continue to have effect after such expiration ortermination, notwithstanding that the clauses themselves do not expressly provide for this.

1.13 The use of any expression in this Agreement covering a process available under South Africanlaw, such as winding-up, shall, if either of the Parties to this Agreement is subject to thelaw of any other jurisdiction, be construed as including any equivalent or analogousproceedings under the law of such other jurisdiction.

1.14 The words “include” and “including” mean “include without limitation” and “including withoutlimitation”. The use of the words “include” and “including” followed by a specific example orexamples shall not be construed as limiting the meaning of the general wording preceding it

1.15 Any reference in this Agreement to “this Agreement” or any other

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agreement or document shall be construed as a reference to this Agreement or, as the casemay be, such other agreement or document, as amended, varied, novated or supplementedfrom time to time.1.16 This Agreement incorporates the annexes which annexes shall have the same force and effect asif set out in the body of this Agreement. In this Agreement the words “clause” or “clauses”and “annexe” or “annexes” refer to clauses of and annexes to this Agreement.1.17 Whenever any person is required to act “as an expert and not as an arbitrator interms of this Agreement, then -1.17.1 the determination of the expert shall (in the absence of manifest error) be final andbinding;1.17.2 subject to any express provision to the contrary, the expert shall determine the liabilityfor his or its charges, which shall be paid accordingly;1.17.3 the expert shall be entitled to determine such methods and processes as he or it may, inhis or its sole discretion, deem appropriate in the circumstances provided that the expertmay not adopt any process which is manifestly biased, unfair or unreasonable;117.4 the expert shall consult with the relevant Parties (provided that the extent of theexpert’s consultation shall be in his or its sole discretion) prior to rendering adetermination; and1.17.5 having regard to the sensitivity of any confidential information, the expert shall beentitled to take advice from any person considered by him or it to have expert knowledge withreference to the matter in question.

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2 INTRODUCTION

2.1 The Seller carries on the Business.

2.2 The Purchaser wishes to purchase the Business as a going concern and the Seller is preparedto sell the Business to the Purchaser on the terms and conditions herein contained.

2.3 The Parties wish to record in writing their agreement in respect of the above and mattersancillary thereto.

3 CONDITIONS PRECEDENT

3.1 Save for clauses 1 to 3, clause 20, and clauses 27 to 38 (both inclusive) all of which willbecome effective immediately, this Agreement is subject to the fulfilment of the ConditionsPrecedent that -

3.1.1 by not later than 17h00 on 31 March 2008, the Purchaser is registered as a vendor in termsof the VAT Act;

3.1.2 by not later than 17h00 on 31 January 2008, the Old Order Mining Rights have been convertedinto the New Order Mining Right in terms of Item 7 of Schedule II to the MPRDA;

3.1.3 by not later that 17h00 on 30 June 2008, the New Order Mining Right is amended in terms ofsection 102 of the MPRDA to include uranium, sulphur, pyrite, aggregate and heavy mineralsand to exclude the area comprising the Doornkop Extension and the Doornkop Extension MineralRights;

3.1.4 by not later than 17h00 on 30 June 2008, the Minister has granted approval for the transferof the New Order Mining Right from the Seller

to the Purchaser in terms of section 11 of the MPRDA;

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3.15 by not later that 17h00 on 30 June 2008, the Prospecting Right is

granted to the Seller;

3.1.6 by not later than 17h00 on 30 June 2008, the Prospecting Right is subdivided so thatthe New Order Prospecting Right constitutes a separate and independent right;

3.1.7 by not later than 17h00 on 30 June 2008, the Minister has granted approval for thetransfer of the New Order Prospecting Right from the Seller to the Purchaser in terms ofsection 11 of the MPRDA;

3.1.8 by not later than 17h00 on 30 June 2008, a certificate of registration has beengranted to the Purchaser under the National Nuclear Regulator Act, 1999;

3.1.9 by not later than 17h00 on 30 June 2008, the New Rehabilitation Fund has beenestablished and Letters of Authority have been issued by the Master of the High Court,authorising the trustees of the New Rehabilitation Fund to act;

3.1.10 by not later than 17h00 on 31 March 2008, the Toll Milling Agreement is entered intoand becomes unconditional in accordance with its terms, save in respect of anycondition which requires that this Agreement becomes unconditional;

3.1.11 by not later than 17h00 on 31 March 2008, the Shared Services Agreement is enteredinto and becomes unconditional in accordance with its terms, save in respect of anycondition which requires that this Agreement becomes unconditional;

3.1.12 by not later than 17h00 on 30 June 2008, the Sale of Shares and Claim

Agreement is entered into and becomes unconditional in accordance

with its terms, save in respect of any condition which requires that this

CLIFFE DEKKE

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Agreement becomes unconditional;

3.1.13 by not later than 17h00 on 31 March 2008 the Seller’s rights and obligations underthe West Wits Agreement, insofar as they relate to the Business, have been assigned inwriting to the Purchaser;

3.1.14 by not later than 17h00 on 31 March 2008, the Old Randfontein Sale Agreement isentered into;

3.1.15 by not later than 17h00 on 31 March 2008, the Contractor Agreement is entered intoand becomes unconditional in accordance with its terms, save in respect of anycondition which requires that this Agreement becomes unconditional;

3.1.16 by not later than 17h00 on 31 March 2008, the counterparties to the MaterialContracts have consented in writing to the assignment of all of the Seller’s rightsand obligations under the Material Contracts to the Purchaser with effect from theEffective Date;

3.1.17 as at the Signature Date and the Effective Date, each of the Warranties of theSeller contained in this Agreement is true and correct in all material respects (otherthan such Warranties that are qualified by a materiality standard, which Warrantiesshall be true and correct in all respects) (except that Warranties that are given asat a specific date prior to the Effective Date need be true and correct only as atsuch date);

3.1.18 as at the Effective Date, the Seller shall have complied in all material respectswith all undertakings required by this Agreement to have been complied with by Selleron or prior to the Effective Date;

3.1.19 on or prior to the Effective Date, a Trigger Event shall not have occurred; and

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3.1.20 as at the Effective Date, no interdict, judgment or other order or action of anycourt or governmental authority restraining, prohibiting or rendering illegal theimplementation of the transactions contemplated hereby shall be in effect, and no legalproceeding shall have been instituted or threatened by any person (including anygovernmental authority) seeking to prohibit, restrict or delay, declare illegal or toenjoin the implementation of the transactions contemplated hereby or by the otherTransaction Agreements.

3.2 The Parties shall use their commercially reasonable endeavours and the Parties willco-operate in good faith to procure the fulfilment of the Conditions Precedent as soonas reasonably possible after the Signature Date.

3.3 Completion of the Sale and the discharge of the Purchase Consideration on theEffective Date is subject to the Seller providing the Purchaser with a certificatesigned by a director of the Seller confirming that the Conditions Precedent set out inclauses 3.1.17 to 3.1.19 (both inclusive) have been fulfilled.

3.4 The Conditions Precedent set out in -

3.4.1 clauses 3.1.1, 3.1.3, 3.1.8 to 3.1.10 (both inclusive), 3.1.11, 3.1.12, 3.1.14 and3.1.15 have been inserted for the benefit of the Purchaser and the Seller who togetherwill be entitled to waive fulfilment of all or any of such Conditions Precedent, inwhole or in part, by written agreement prior to the expiry of the relevant time periodsset out in those clauses;

3.4.2 clause 3.1.13 has been inserted for the benefit of the Seller who will be entitled towaive fulfilment of such Condition Precedent, in whole or in

part, by written notice to the other Parties prior to the expiry of the

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relevant time period set out in that clause;

3.4.3 clauses 3.1.16 to 3.1.19 (both inclusive) have been inserted for the benefit of thePurchaser who will be entitled to waive fulfilment of both or either of such ConditionsPrecedent, in whole or in part, by written notice to the other Parties prior to the expiry ofthe relevant time periods set out in those clauses; and

3.4.4 clauses 3.1.2, 3.1.4 to 3.1.7 (both inclusive) and 3.1.20 are not capable of being waived.

3.5 Each of the Seller and the Purchaser shall be entitled from time to time to extend the duedate for fulfilment of any or all of the Conditions Precedent by written notice to thateffect to the other of them, provided however that the aggregate of such extensions inrespect of any of the Conditions Precedent shall not be more than 20 (twenty) business days.

3.6 Unless all the Conditions Precedent have been fulfilled or waived by not later than therelevant dates for fulfilment thereof set out in clause 3.1 (or such later date or dates asmay be extended in terms of clause 3.5 and/or as may be agreed in writing between theParties) the provisions of this Agreement, save for clauses 1 to 3, clause 20, and clauses 27to 38 (both inclusive) which will remain of full force and effect will never become of anyforce or effect and the status quo ante will be restored as near as may be possible andneither of the Parties will have any claim against the other in terms hereof or arising fromthe failure of the Conditions Precedent, save for any claims arising from a breach of clause3.2.

4 SALE

4.1 The Seller hereby sells to the Purchaser which hereby purchases the

Business as a going concern.

CLIFFE DEKKER

4.2 Subject to the provisions of clause 4.3, the Sale will take place on the Effective Dateand ownership of and risk in, and benefit attaching to, the Business will pass to thePurchaser on the Effective Date.

4.3 Ownership of the Immovable Property will pass to the Purchaser on registration of transfer.

4.4 Possession and effective control of the Business will be given to the Purchaser on the Effective Date.

5 PURCHASE CONSIDERATION

5.1 The purchase consideration is the aggregate of the -

5.1.1 Fixed Purchase Consideration; plus

5.1.2 Capital Expenditure Amount; plus

5.1.3 assumption of the Business Liabilities, inclusive of VAT at the rate of zero percent.

5.2 The allocation of the Purchase Consideration to be recommended by the

Seller to the DME in respect of the Effective Value Determination shall be40% (forty percent) in respect of the New Order Mining Right and the NewOrder Prospecting Right and 60% (sixty percent) in respect of theremaining Business Assets.6 DISCHARGE OF THE PURCHASE CONSIDERATION

The Purchase Consideration will be discharged by the Purchaser against compliance by the Sellerwith the provisions of clause 8, as follows -

6.1 on the Effective Date, by crediting a loan account in the books of the

Purchaser in favour of the Seller in an amount equal to the Fixed Purchase

Consideration plus the Capital Expenditure Amount; and

6.2 by the Purchaser assuming with effect from the Effective Date and discharging the BusinessLiabilities as and when they become due.

7 VALUE-ADDED TAX

7.1The Parties have agreed that -7.1.1 the Sale is the sale of an enterprise which is capable of separateoperation;7.1.2 such enterprise is sold as a going concern;7.13 at the Signature Date and the Effective Date, such enterprise is and willbe an income earning activity and will be transferred as such;7.1.4 all the assets of such enterprise necessary for its continued operation

are being sold in terms hereof; and7.1.5 the Purchase Consideration is inclusive of VAT at the rate of 0% (zeropercent).7.2 Each of the Seller and the Purchaser warrants that it is, or as at the

Effective Date will be, registered as a vendor in terms of the VAT Act.7.3 The Seller will, if so requested by the Purchaser, furnish to the Purchaser

the appropriate tax invoice (on a zero rated basis) by not later than theEffective Date. Should for any reason VAT be payable by the Seller at thestandard rate, then the Purchaser shall be obliged, on written demand fromthe Seller, to pay, in addition to the Purchase Consideration, the amount ofsuch VAT to the Seller 2 (two) business days prior to the date upon whichthe Seller is required to pay such VAT to the South African Revenue

Service, against delivery by the Seller to the Purchaser of an appropriate tax invoice.

8 CLOSING

8.1 On the Effective Date representatives of the Parties shall meet at 10h00 at the offices ofthe Seller, or such other place as the Parties may agree, at which meeting the Seller will- -

8.1.1 give possession of the Business to the Purchaser and place the Purchaser in control ofthe management of the Business;

8.1.2 deliver to the Purchaser all of the Business Assets, by such mode of actual orconstructive delivery as shall be appropriate in the circumstances;

8.1.3 deliver to the Purchaser (to the extent to which they exist) all books, records and otherrelevant documents pertaining solely to the Business, provided that -

8.1.3.1 insofar as the Seller is obliged in law to retain any such book, record or document, itshall deliver a photocopy thereof to the Purchaser; and

8.1.3.2 if the Seller requires, at any time after the Effective Date, to make copies of orinspect any such book, record or document relating to any period prior to the EffectiveDate, in terms of or in order to comply with any law or other legal obligation, it shall beentitled to do so during normal business hours upon reasonable notice to the Purchaser.

8.2 The Seller hereby undertakes to sign and execute upon request by the

Purchaser all such documents as may be required to procure, at the cost of

the Purchaser, the transfer and, to the extent possible, the registration of the transferof the Business Assets into the name of the Purchaser. if the Seller fails to sign andexecute any document within 5 (five) business days of any written request therefor by thePurchaser, the Seller hereby appoints the Purchaser as its attorney and agent in rem suamto do all such things

and sign and execute any documents on its behalf to procure thetransfer of the Business Assets into the name of the Purchaser.

8.3 The Parties may, by agreement in writing, dispense with a meeting on the Effective Date andmay instead ensure delivery of the documents referred to in clause 8.1 and clause 8.2 insuch other manner as they agree to be convenient.

8.4 Transfer of the Immovable Property into the name of the Purchaser shall be given to thePurchaser promptly after the Purchaser has paid the costs and charges referred to in clause8.4.1. Transfer shall be effected by the Seller’s Attorneys. The Purchaser and the Sellershall on request from the Seller’s Attorneys -

8.4.1 pay all costs of and incidental to transfer of the Immovable Property into the name of thePurchaser and the costs of obtaining any rates or other clearance certificate; and

8.4.2 sign all documents required to be signed by the Seller’s Attorneys in order that transferof the Immovable Property may be effected.

8.5 Transfer of the New Order Mining Right and the New Order Prospecting

Right into the name of the Purchaser shall be effected by the Seller’s

Attorneys, within a reasonable time after the Purchaser has paid the costs
and charges referred to in clause 8.5.1. Transfer shall be effected by the

Seller’s Attorneys. The Purchaser and the Seller shall on request from the

Seller’s Attorneys -

8.5.1 pay all costs of and incidental to transfer of the New Order Mining Right and the New OrderProspecting Right into the name of the Purchaser; and

8.5.2 sign all documents required to be signed by the Seller’s Attorneys in order that transferof the New Order Mining Right and the New Order Prospecting Right may be effected.

9 BUSINESS LIABILITIES

9.1 The Seller hereby delegates the Business Liabilities to the Purchaser with effect from theEffective Date. The Purchaser hereby accepts such delegation and assumes the BusinessLiabilities with effect from the Effective Date.

9.2 The Purchaser undertakes to discharge such Business Liabilities as and when they fall due.

9.3 The Purchaser hereby indemnifies and holds the Seller harmless against all claims, damage,loss and/or expense which may be made against and/or suffered by the Seller in connectionwith and/or arising from the Business Liabilities or in respect of the Purchaser’s failureto discharge the Business Liabilities timeously.

9.4 The Business Liabilities will for all purposes exclude all liabilities of the Businessincurred prior to the Effective Date and not included as Business Liabilities. Theseliabilities are excluded from the Sale and will be retained by the Seller for its own account.The Seller hereby indemnifies and holds the Purchaser harmless against all claims, damage,loss and/or expense which may be made against and/or suffered by the Purchaser in connectionwith and/or arising from any liability of the Seller other than the Business Liabilities or inrespect of the Seller’s failure to discharge any such other

liabilities in a timely manner. Should there be any dispute between the Parties as towhether or not any liability was incurred before or after the Effective Date, such disputewill be referred to the Independent Auditors for determination, who will act as expertsand not as arbitrators.

10 THE CONTRACTS

10.1 The Seller hereby, subject to clauses 10.3 and 10.4, assigns its rights and obligationsunder the Contracts to the Purchaser with effect from the Effective Date, which will takeover and complete all Contracts for its own account. The Purchaser hereby irrevocably andunconditionally accepts such assignment.

10.2 The Purchaser will ensure that all Contracts taken over by it and orders received inrespect of tenders submitted by the Seller prior to the Effective Date will be fullycomplied with by the Purchaser at its cost.

10.3 The Parties undertake where required to use their commercially reasonable endeavours toprocure the consent of all third parties to the Contracts to the assignment of suchContracts to the Purchaser, with effect from the Effective Date.

10.4 Should any such third party fail or refuse to give its consent as aforesaid where suchconsent is a requirement for such assignment, the Seller will at the request of thePurchaser either -

10.4.1 carry out all relevant obligations and enforce all relevant rights in .

its own name, but for the benefit of and at the sole risk and expenseof the Purchaser on the basis that the Purchaser will forthwith ondemand reimburse the Seller any costs or disbursements reasonablyincurred by the Seller in so doing; or10.4.2 appoint the Purchaser as the Seller’s sub-contractor on the basis that

the Purchaser wll indemnify and hold harmless the Seller against all and any claims,which may be made against the Seller arising from any act or omission of the Purchaser inrespect of such sub-contracted work. Any work so performed by the Purchaser shall be forthe profit or loss of the Purchaser.

10.5 Should for any reason it not be possible for the Parties to implement clause 10.4, theParties shall forthwith meet and in good faith agree an alternative solution which willachieve the same or substantially the same commercial result for both Parties,

10.6 The Seller hereby indemnifies the Purchaser and holds it harmless against any and allclaims which may, in respect of the Business, be made against it and all liabilities whichmay be incurred by the Purchaser under any of the Contracts, but only in respect of claims,the cause of action of which arose before the Effective Date, provided that this indemnityshall not apply to any liability which forms part of the Business Liabilities.

10.7 The Purchaser hereby indemnifies the Seller and holds it harmless against any and allclaims which may, in respect of the Business, be made against it and all liabilities whichmay be incurred by the Seller under any of the Contracts, but only in respect of claims,the cause of action of which arises after the Effective Date.

11 EFFECTIVE DATE BALANCE SHEET

The Seller undertakes, by not later than 30 (thirty) business days after the

Effective Date, to prepare and deliver to the Purchaser a balance sheet in

respect of the Business as at the Effective Date which will provide for all of the

Business Assets and for the liabilities to the Employees as provided for in

clause 13 but will not provide for the Rehabilitation Liabilities or the

Environmental Liabilities.

12 HOUSING DEVELOPMENT

The Purchaser irrevocably and unconditionally undertakes to complete or procure thecompletion of the housing development contemplated in the Seller’s social and labour plansubmitted to the DME for conversion of the Old Order Mining Rights in respect of the areashatched in green on the Area Diagram (insofar as they form part of the Immovable Property)within a reasonable time.

13 EMPLOYEES

13.1 The Parties agree that, with effect from the Effective Date, section 197(2) of the LabourRelations Act shall be applicable in relation to the Employees and that accordingly -

13.1.1 the Purchaser is automatically substituted as the “New Employer” in the place of theSeller as the “Old Employer” in respect of all contracts of employment in existence as atthe Effective Date, between the Seller and the Employees;

13.1.2 all the rights and obligations between the Seller and the Employees as at the EffectiveDate shall continue in force as if they had been rights and obligations between thePurchaser and the Employees;

13.1.3 anything done before the Effective Date by or in relation to the Seller, including thedismissal of any employee or the commission of an unfair labour practice or act of unfairdiscrimination, is considered to have been done by or in relation to the Purchaser; and

13.1.4 the transfer does not interrupt the continuity of employment of the Employees, or any ofthem, and the contracts of employment of the Employees, or any of them, continue with thePurchaser as if with the Seller.

13.2 The Seller and the Purchaser hereby agree, for the purpose of section 197(7) of the Labour Relations Act, that -13.2.1 the valuation as at the Effective Date of the leave pay accrued to the

Employees shall be undertaken by the Seller as at the Effective Date,and shall be due to each of the Employees as indicated in a writtenschedule which the Seller shall prepare and deliver to the Purchaser bynot later than 20 (twenty) business days after the Effective Date, theSeller hereby warranting that the said schedule will be true and correctin all material respects;13.2.2 the Seller shall prepare and deliver to the Purchaser by not later than 20

(twenty) business days after the Effective Date a written schedule settingout the amounts to which the Employees would be entitled, as at theEffective Date, in the event that the Employees were to be dismissed asat the Effective Date by reason of the Seller’s operational requirements(“Potential Severance Pay”), the Seller hereby warranting that the saidschedule will be true and correct in all material respects; and13.2.3 the value of any other payments that will have accrued as at the

Effective Date to the Employees but will not have been paid to them bythe Seller, will be an amount which the Seller shall determine as at theEffective Date and will be payable to the Employees as indicated in awritten schedule which the Seller shall prepare and deliver to thePurchaser by not later than 20 (twenty) business days after the EffectiveDate, the Seller hereby warrants that the said schedule will be true andcorrect in all material respects.

13.3 The Seller and the Purchaser hereby agree, for the purposes of section 197(7)(b) of theLabour Relations Act, that -

13.3.1 to the extent that any of the amounts referred to in clause 13.2 shall be

payable to the Employees or any of them, the Purchaser is responsible for paying all ofthe amounts referred to in clause 13.2, it being specifically recorded that there shallbe no apportionment of liability between the Seller and the Purchaser, and that thePurchaser shall be responsible for and shall pay the full amounts specified in clauses13.2.1, 13.2.2 and 13.2.3;

13.3.2 there is no intention, as at the Signature Date and as at the Effective Date, that any ofthe Employees will be dismissed by reason of the operational requirements of the Purchaser,and consequently it is not intended that the amount as specified in terms of clause 13.2.2will become payable to any of the Employees. In so far as the Purchaser undertakes, afterthe Effective Date, a process in accordance with section 189 of the Labour Relations Actwhich results in the dismissal, by reason of the operational requirements of the Purchaser,as employer, of any Employee who transferred employment in the context of this clause 13,then the Purchaser, as employer, shall be solely responsible for all severance payexpenditure due to any such Employee which will arise, including the amount of thePotential Severance Pay;

13.3.3 the Purchaser will make adequate provision in its financial statements for itsobligations in respect of the Potential Severance Pay; and

13.3.4 the Seller shall, by not later than 20 (twenty) business days after the Effective Date payto the Purchaser an amount equal to the Seller’s provision for the medical aid subsidiesreferred to in clause 13.5 and amounts equal to the amounts determined in terms of clauses13.2.1 and 13.2.3 in respect of the leave pay and the other payments that have accrued to theEmployees but have not been paid to them. The Purchaser shall deposit such amounts in aseparate bank account with the financial institution approved by the Seller in writing for aperiod of not

less than 12 (twelve) months after the Effective Date and shall procure that suchamounts are paid to the Employees as and when the Employees shall become entitled tosuch payments.

13.4 The Seller will assume and retain responsibility for all medical aid liabilities

in respect of employees who become subsidised continuation members ofany of the Seller’s approved medical aid schemes as pensioners of theSeller before the Effective Date.13.5 Subject to compliance by the Seller with the provisions of clause 13.3.4, the

liability for the payment of medical aid subsidies to all of the Employeeswho become pensioners on or after the Effective Date will be theresponsibility of the Purchaser and no responsibility, accountability orliability in respect thereof shall accrue to the Seller.13.6 The Seller hereby undertakes to disclose the terms agreed with the

Purchaser in clause 13.3 to the Employees in compliance with theprovisions of section 197(7)(c) of the Labour Relations Act by no later thanthe Effective Date.

13.7 The Parties hereby irrevocably and unconditionally acknowledge that this clause 13 and thearrangements contemplated in terms hereof constitute compliance by the Seller with theprovisions of section 197 of the Labour Relations Act.

13.8 The Purchaser shall honour the terms of and be bound by all collective agreements to whichthe Seller is, immediately prior to the Effective Date and in respect of the Employees, boundin terms of section 23 of the Labour Relations Act and/or in terms of section 32 of the LabourRelations Act, unless a commissioner acting in terms of section 62 of the Labour Relations Actdecides otherwise.

13.9 The Seller shall have no claim of whatsoever nature against the Purchaser arising fromany industrial action or unrest on the part of the Employees, or any of them, prior to theEffective Date and the Purchaser shall have no claim of whatsoever nature against theSeller in respect of any industrial action or unrest on the part of the Employees, or anyof them, with effect from the Effective Date.

13.10 The Seller shall, prior to the Effective Date and subject to the provisions of clause13.3, discharge all and any of its obligations to the Employees, arising from or inconnection with the employment by the Seller of the Employees prior to the Effective Date,including but not restricted to the obligations relating to bonuses and salaries prior tothe Effective Date.

13.11 The Seller hereby indemnifies the Purchaser against, and undertakes to reimburse thePurchaser in respect of, any lawful claim and taxed legal costs paid to any Employee bythe Purchaser (including any legal costs incurred by the Purchaser in defending any suchclaim) relating to any term or condition of employment (other than relating to severancepay liability), the dismissal of an Employee, the commission of an unfair labour practiceor an act of unfair dismissal, and which arose prior to the Effective Date, following adetermination in favour of the Employee in question by a competent court or tribunal orotherwise in accordance with a settlement agreement approved by the Seller; provided thatthe Seller shall have been given the opportunity, by the Purchaser, of participating, inits discretion, personally in the defence or settlement of the claim and shall then havefailed to comply with the payment terms of any settlement or order of damages awarded bythe court of competent jurisdiction, including any award of such legal costs.

13.12 The contents of this clause 13 do not constitute, nor shall they be deemed

to constitute a stipulation for the benefit of the Employees, nor shall the

Employees, or any of them, be entitled to accept and/or to enforce any of the obligationsarising in terms of and/or in connection with this clause 13.

14 MEDICAL SCHEMES

14.1 The Employees are members of the Minemed Medical Scheme,the Sizwe Medical Scheme or theUnvunzo Medical Scheme (“Medical Schemes”).

14.2 The Employees who are members of the Medical Schemes shall continue to be members thereofon the same basis as applied to them as employees of the Seller, but on the basis that theemployer’s contribution will be made by the Purchaser with effect from the Effective Date.

14.3 The Purchaser shall refund to the Seller the amount of those contributions, if any, paidby the Seller to the Medical Schemes in respect of any period after the Effective Date, onbehalf of or in respect of the Employees who are members of the Medical Schemes.

14.4 The Purchaser hereby indemnifies and holds the Seller harmless against all and any claimsof whatsoever nature arising from or in connection with any contributions payable to theMedical Schemes for, on behalf of or in respect of the Employees who are members thereofon or after the Effective Date.

14.5 The Seller hereby indemnifies and holds the Purchaser harmless against all and any claimsof whatsoever nature arising from or in connection with any contributions payable to theMedical Schemes for, on behalf of or in respect of the Employees who are members thereof,in respect of all periods prior to the Effective Date.

15 RETIREMENT SCHEMES

15.1 The Employees are members of the Sentinel Mining Industry Retirement

Fund, the Mine Workers Provident Fund, the Mines Pension Fund or the

Mine Employees Pension Fund (“Retirement Schemes”).

15.2 The Employees shall remain members of the Retirement Schemes.

15.3 The Purchaser shall, with effect from the Effective Date, be liable for all contributionsto the Retirement Schemes in respect of the Employees in terms of the rules of suchRetirement Schemes.

15.4 The Purchaser hereby indemnifies and holds the Seller harmless against all and any claimsof whatsoever nature arising from or in connection with any contributions payable to theRetirement Schemes for, on behalf of or in respect of the Employees on or after theEffective Date, it being recorded that the Seller shall be responsible for all employercontributions prior to the Effective Date.

15.5 The Seller hereby indemnifies and holds the Purchaser harmless against all and any claimsof whatsoever nature arising from or in connection with any contributions payable to theRetirement Schemes for, on behalf of or in respect of the Employees, in respect of anyperiod prior to the Effective Date.

15.6 The Parties shall do whatever is necessary to record the Purchaser as the contributingemployer in terms of the rules of the Retirement Schemes.

15.7 The Seller hereby assumes and shall retain any liability to the Retirement Schemes inrespect of improper use of surplus as defined in the Pension Funds Act, 1956 incurred inrespect of the Employees before the Effective Date. The Seller hereby indemnifies and holdsthe Purchaser harmless against any liability, claim or amount determined by the Registrarof Pension Funds or other regulatory body or court to be due by way of refund

of improper use of surplus in respect of the Employees. The Seller

undertakes to pay any such amount to the Purchaser within the period

allowed by the Registrar of Pension Funds for this purpose.

15.8 Any liability relating to persons who are not Employees as at the Effective Date and wereformer members of the Retirement Schemes shall be assumed by and be for the account of theSeller. The Seller hereby indemnifies and holds the Purchaser harmless against all claimswhich may be made against the Purchaser by persons who are not Employees as at theEffective Date and who were formerly members of the Retirement Schemes.

16 REHABILITATION LIABILITIES

16.1 The Seller will, as soon as possible after the Effective Date, and in any event by nolater than 30 (thirty) days thereafter, procure the transfer from its currentrehabilitation fund to a new trust fund to be established by the Purchaser specifically forpurposes of providing for the Rehabilitation Liabilities of the Business, the full amountwhich has been provided in such rehabilitation fund for the Rehabilitation Liabilities ofthe Business, together with any growth in such amount between the Signature Date and thedate of transfer of the amount, subject to the following -

16.1.1 the New Rehabilitation Fund shall be a separate fund in respect of the Business and shallnot be used for any other purpose;

16.1.2 the trust deed of the New Rehabilitation Fund will not be amended without the Seller’s priorwritten approval;

16.1.3 the Seller shall have the right from time to time to appoint a trustee to the NewRehabilitation Fund and, for so long as the Seller has an appointed trustee, no paymentshall be made from the New Rehabilitation Fund unless the trustee appointed by theSeller consents thereto in writing, which consent shall not be unreasonably with held;

16.1.4 the Purchaser will deposit amounts into the New Rehabilitation Fund as agreed with theDME. To the extent that any contributions to the New Rehabilitation Fund are in arrearsafter the Effective Date, the Purchaser hereby undertakes that it shall not distribute anycash from the Business, in any form or manner whatsoever, until such arrears have beenextinguished; and

16.1.5 the Purchaser will provide the Seller, on an annual basis, with an estimate of theRehabilitation Liabilities, details of all amounts paid into or by the New RehabilitationFund and the accounts of the New Rehabilitation Fund.

16.2 The Seller warrants that, as at the Signature Date, the amount which has been provided inits current rehabilitation fund for the Rehabilitation Liabilities of the Business is notless than R54,164,671.00 (fifty four million one hundred and sixty four thousand sixhundred and seventy one rand).

17 LEASE OF GROUP STORES FACILITY

The Purchaser hereby leases to the Seller, which hereby takes on hire, the Group StoresFacility in perpetuity (“Lease”) on and subject to the following terms and conditions -

17.1 the Purchaser shall be obliged to use commercially reasonable endeavours to ensure thatthe Seller has full and unrestricted use of the Group Stores Facility at all times;

17.2 the annual rental payable by the Seller to the Purchaser under the Lease shall beR1,000,00 (one thousand rand) (Indexed) plus VAT;

17.3 the Seller shall maintain the structure and roof of the Group Stores Facility (including allinterior and exterior walls) in good order and repair;

17.4 the Seller shall be responsible for any Group Stores Facility Environmental Liabilities;

17.5 the Seller hereby indemnifies the Purchaser and holds it harmless against all and anyclaims which may be made against it in respect of the Group Stores Facility EnvironmentalLiabilities;

17.6 the Purchaser hereby grants the Seller a servitude of access and egress across any propertyowned by the Purchaser, on the same terms and conditions as those contained in clause 19, soas to ensure that the Purchaser is able to exercise its rights under the Lease; and

17.7 the Seller shall be entitled to sub-lease and/or cede its rights under the Lease withouthaving to obtain the approval of the Purchaser.

18 WATER AND ELECTRICITY

18.1 It is recorded that it is the Purchaser’s obligation to secure sufficient water andelectricity resources for the day-to-day operations of the Business after the EffectiveDate. The Seller shall be under no obligation whatsoever to provide, or procure theprovision of, water and/or electricity to the Business.

18.2 In the event that the Purchaser has surplus water over and above the Purchaser’s requirementsfor any operation or business conducted or to be conducted by it (which shall include, for theavoidance of doubt, uranium mining and processing operations to be conducted by the Purchaserafter the Effective Date), the Purchaser undertakes to use its commercially reasonableendeavours to ensure that, if required, any such surplus water is made available to the Sellerfor the Seller’s operations. All water provided by the Purchaser to the Seller in terms ofthis clause 18.2 shall be provided on a cost recovery basis and on the basis that the Sellershall be responsible for obtaining all necessary consents and licences for pumping

all such water to its operations at its cost.

18.3 Notwithstanding the provisions of clause 18.2, it is recorded that the Purchaser shall notbe entitled to use water available to it in any operation or business conducted or to beconducted by it in respect of or in connection with assets which are not Business Assetsunless the Seller has sufficient water for its Doornkop operations at their full design rateafter the current expansion project, subject to a maximum monthly tonnage of 180,000 (onehundred and eighty thousand) tons, it being recorded, for the avoidance of doubt, that thisclause 18.3 shall not apply to any uranium mining and processing operations to be conductedby the Purchaser after the Effective Date using the Business Assets.

18.4 In the event that the Seller has surplus water over and above the Seller’s requirements,the Seller undertakes to use its commercially reasonable endeavours to ensure that, ifrequired, any such surplus water is made available to the Purchaser for the Purchaser’soperations. All water provided by the Seller to the Purchaser in terms of this clause 18.4shall be provided on a cost recovery basis and on the basis that the Purchaser shall beresponsible for obtaining all necessary consents and licences for pumping all such water tothe operations of the Business at its cost.

18.5 Each of the Purchaser and the Seller hereby agrees that it shall not be entitled to supplyor dispose of water to a third party, or to allow a third party access to any water, unlessand until is has complied fully with the provisions of this clause 18.

18.6 Each of the Purchaser and the Seller undertakes to ensure that any disposal by it of any ofits operations to a third party shall be made subject to such third party taking assignment,on terms and conditions reasonably acceptable to the other of them, of all of its obligations(or where

applicable, a pro rata portion thereof) under this clause 18. 19 SERVITUDEOF ACCESS AND EGRESS

19.1 In the event that the Purchaser requests that the Seller grant the Purchaser a servitudeof access and egress across any property owned by the Seller which does not form part ofthe Immovable Property, the Seller undertakes to grant such servitude to the Purchaser atthe Purchaser’s cost, subject to terms and conditions approved by the Seller, whichapproval shall not be unreasonably withheld or delayed and provided that such access andegress is reasonably necessary for the conduct of the Business, and any other operation orbusiness conducted or to be conducted by the Purchaser, and shall not in any waywhatsoever materially impede or materially adversely affect the Seller’s operations.

19.2 In the event that the Seller requests that the Purchaser grant the Seller a servitude ofaccess and egress across any part of the Immovable Property, the Purchaser undertakes togrant such servitude to the Seller at the Seller’s cost, subject to terms and conditionsapproved by the Purchaser, which approval shall not be unreasonably withheld or delayedand provided that such access and egress is reasonably necessary for the conduct of theSeller’s operations and shall not in any way whatsoever impede or adversely affect theconduct of the Business.

19.3 The Purchaser hereby grants the Seller, for so long as required by the Seller, a servitude ofaccess and egress in respect of that part of the Business known as “Cooke 1 Shaft”, whichforms part of the Cooke Shafts, as a second shaft for the Seller’s Doornkop mining operation,provided that the Seller shall be liable for all reasonable additional costs incurred by thePurchaser, over and above costs which it is in any event obliged to incur (if any), inprocuring that the “Cooke 1 Shaft” is available to the Seller as a

second shaft for the Seller’s Doornkop Mining Operation. The Purchaser acknowledges thatthe said second shaft is required for safety purposes and shall be available to the Sellerat all times in perpetuity.

19.4 For the purposes of clarity, it is recorded that, in the event that the Seller ceasesoperations in respect of the “Cooke 1 Shaft” but is nevertheless obliged to procure that itis available to the Seller as provided for in clause 19.3, the Seller shall be liable forall reasonable additional costs incurred by the Purchaser which it would not otherwise haveincurred.

19.5 The servitudes dealt with in this clause 19 shall be capable of being registered at theelection and cost of the Party in favour of whom the servitude is granted, each of theSeller and the Purchaser hereby undertaking to sign and execute upon request by the other ofthem all such documents as may be required to procure such registration. If either of themfails to sign and execute any such document within 5 (five) business days of any writtenrequest therefor by the other of them, such Party hereby appoints the other as its attorneyand agent in rem suam to do all such things and sign and execute any documents on its behalfto procure the registration.

19.6 All rights (and servitudes) granted to either the Purchaser or the Seller in terms of thisclause 19 shall be capable of being ceded to any third party without having to obtain theconsent of the other Party.

20 INTERIM PERIOD AND LIAISON ON CONDUCT OF BUSINESS

20.1 The Seller warrants that from the Accounts Date until the Signature Date the Businesshas been, and shall procure that from the Signature Date until the Effective Date the Businesswill be, carried on in substantially the usual and ordinary course consistent with pastpractice, and the Seller has not entered and shall not enter into any contract or commitmentand has not

done and shall not do anything which, in any such case, is out of the ordinary or usualcourse of the Business consistent with past practice, without obtaining the prior writtenconsent of the Purchaser, which consent may not be unreasonably withheld or delayed. Inparticular, but without limitation to the generality of the aforegoing, the Sellerwarrants that from the Accounts Date until the Signature Date it has not, and undertakesthat from the Signature Date until the Effective Date it will not -

20.1.1 alter the existing nature or scope of the Business;

20.1.2 manage the Business otherwise than in accordance with its business and trading policiesand practices up to the Accounts Date, except as may be necessary to comply with anystatutory changes;

20.1.3 enter into any agreement or arrangement or permit any action whereby any other companybecomes its subsidiary if such subsidiary would form part of the Business Assets;

20.1.4 enter into any transaction in relation to the Business other than on arms’-length termsand for full and proper consideration;

20.1.5 acquire or enter into any agreement to acquire {whether by one transaction or a seriesof transactions) the whole or a substantial or material part of the business, undertakingor assets of any other persons if such business, undertaking or assets would form part ofthe Business Assets;

20.1.6 dispose of or enter into any agreement to dispose of (whether by one transaction or by aseries of transactions) the whole or any substantial or material part of the Business;

20.1.7 incur or agree to incur any capital expenditure in respect of the Business other thanin the normal and ordinary course of business and other than

in respect of the projects listed in annexe “C”;

20.1.8 enter into or agree to enter into any joint venture, partnership or agreement or otherventure for the sharing of profits or assets in respect of the Business;

20.1.9 enter into or agree to enter into any death, retirement, profit-sharing, bonus, shareoption, share incentive or other scheme for the benefit of any of the Employees or make anyvariation (including, but without limitation, any increase in the rates of contribution) toany such existing scheme or effect any keyman insurance;

20.1.10 commence, compromise or discontinue any legal, administrative, regulatory or arbitrationproceedings in respect of the Business (other than routine debt collection and other thanin the ordinary course of business);

20.1.11 terminate the employment or office of any of the senior employees of the Business orappoint any new person who would be an Employee and who would hold a senior position ormaterially alter the terms of employment or engagement of any of the Employees (whethersenior or junior) including increasing compensation or benefits, except in the ordinarycourse of business and consistent with past practices; and

20.112 enter into any negotiation with, or seek to solicit any interest from, any third party inrelation to the sale of the Business or any part thereof, whether directly or indirectly.

20.2 The Seller shall, between the Signature Date and the Effective Date, keep Pamodzi appraisedof all and any material decisions which the Seller intends to make in respect of the Business,it being specifically recorded and agreed that nothing in this clause 20 shall entitle Pamodzito determine

and/or materially influence any such material decision, it being recorded, for theavoidance of doubt, that Pamodzi shall not be entitled to manage and/or control theBusiness or any part thereof, in any way before the Effective Date.

21 PUBLICATION IN TERMS OF INSOLVENCY ACT

21.1 The Parties agree that notice of the Sale will not be published as contemplated in section34 of the Insolvency Act.

21.2 The Seller hereby indemnifies the Purchaser and holds the Purchaser harmless against anyclaim of any nature which may be made against the Purchaser by any creditor of the Sellerpursuant to the provisions of section 34 of the Insolvency Act during the 6 (six) monthperiod contemplated therein, or against any loss or damage of any nature whatsoever whichthe Purchaser may suffer as a result of the non-publication of the notices referred to inclause 21.1, save to the extent that such loss or damage arises from a failure by thePurchaser to comply with its obligations in terms of this Agreement.

21.3 The Purchaser shall not be under any duty to resist any proceedings to attach or to takepossession of any of the Business Assets by any person who alleges that the Sale is voidbecause such transaction has not been advertised, provided that the Purchaser shall beobliged to forthwith give written notice of such proceedings to the Seller as soon as thePurchaser becomes aware of any such proceedings.

214 The Seller hereby assumes the risk of attachment of any of the Business Assets as a resultof such notice not being published.

21.5 If the Purchaser gives notice pursuant to clause 21.3, the Seller shall be obliged to procurethat the Business Assets concerned are released from

attachment or are returned to the Purchaser, as the case may be, within 20 (twenty) businessdays of receipt of such notice from the Purchaser.

22 WARRANTIES BY THE SELLER

22.1 Subject to the limitations and qualifications set out in clauses 22.3 and 25,

the Seller hereby gives to and in favour of the Purchaser and Pamodzi theWarranties more fully set out in this Agreement and in annexe “J”. EachWarranty will -

22.1.1 be a separate Warranty and will in no way be limited or restricted by reference to orinference from the terms of any other Warranty or by any other words in this Agreement;

22.1.2 insofar as it is promissory or relates to a future event, be deemed to have been given asat the date of fulfilment of the promise or future happening of the event, as the case maybe;

22.1.3 be given as at the Signature Date and the Effective Date;

22.1.4 continue and remain in force notwithstanding the completion of the Sale; and

22.1.5 be deemed to be material and to be a material representation inducing the Purchaser toenter into this Agreement.

22.2 It is recorded that the Purchaser has entered into this Agreement on the strength of theWarranties and on the basis that the Warranties will be correct on the Signature Date andthe Effective Date.

22.3 The Warranties are limited and qualified -

22.3.1 to the extent to which disclosure of any fact or circumstance giving rise

to such limitation or qualification has been made in the Agreement

Accounts and/or the Disclosed Material; and

22,3.2 by anything which arises as a result of any change in any applicable law or in itsinterpretation.

22.4 Where any Warranty is qualified by the expression “the Seller is not aware”, “to the bestof the Seller’s knowledge and belief or any similar expression, the Seller is deemed tohave knowledge of any facts, circumstances, opinions or beliefs of which any executivedirector of the Seller has knowledge, and that expression will be deemed to include anadditional statement that it has been made after due enquiry.

22.5 Save for those Warranties and representations expressly given or made in this Agreementor in annexe “J”, no warranties or representations are given or made, in respect of theBusiness, or any other matter whatsoever, whether express, tacit or implied, and theBusiness is being sold on a voetstoots basis.

23 ENVIRONMENTAL INDEMNITY

23.1 It is recorded that the Seller does not anticipate any material Environmental Liabilityarising in connection with its conduct of the Business prior to the Effective Date.

23.2 The Seller hereby indemnifies the Purchaser against and shall hold it harmless from allclaims, liability, damage, loss, penalty, expense and cost (including legal costs on anattorney and own client scale, clean-up costs and reasonable expert fees) of any naturewhatsoever which the Purchaser may sustain as a result of or attributable to anyEnvironmental Liabilities arising or resulting from any event, condition or circumstancecaused, exacerbated or contributed to by any act or omission of the Seller or any of

its employees, contractors, tenants or agents at any time prior to the

Effective Date(“Environmental Claim”) (whether the Environmental Claim is made before orafter the Effective Date), in excess of R50,000,000.00 (fifty million rand), it being agreedthat the Purchaser shall bear the first R50,000,000.00 (fifty million rand) of any suchclaim, liability, damage, loss, penalty, expense and cost (“Environmental Indemnity”).

23.3 It is specifically agreed that the Environmental indemnity shall not be

construed as to apply to any claim, of any nature whatsoever andhowsoever arising, which constitutes a Rehabilitation Liability, but shallapply to any liability or obligation which arises as a result of a failure tocomply, prior to the Effective Date, with any Rehabilitation Liability, andwhich results in an environmental disturbance and/or degradation.23.4 The Purchaser will not be entitled to settle any Environmental Claim of any

nature whatsoever or to take any steps to remedy or rectify any disturbanceand/or degradation giving rise to an Environmental Claim without the priorwritten consent of the Seller, which consent shall not be unreasonablywithheld or delayed.23.5 The Purchaser will notify the Seller of any Environmental Claim which may

be made against it as expeditiously as possible after the Purchaserbecomes aware thereof.23.6 The Purchaser will provide the Seller with full details, in writing, of all

proceedings in respect of any Environmental Claim.23.7 To the extent that the R50,000,000.00 (fifty million rand) referred to in

clause 23.2 has been or Is likely to be exceeded, the Seller will be entitledto contest and/or remedy all and any Environmental Claims (in the name ofthe Purchaser to the extent necessary) and will be entitled to control theremedial steps and/or proceedings in regard thereto, provided that -

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23.7.1 the Seller will act reasonably at all times and will consult with the Purchaser on aregular basis in respect of any such remedial steps and/or proceedings;

237.2 the Seller delivers to the Purchaser a written indemnity in terms reasonably acceptable tothe Purchaser, indemnifying the Purchaser against all charges and all legal costs (notlimited by any scale) which may be incurred or awarded as a consequence of such steps; and

23.7.3 the Purchaser will -

23.7.3.1 render reasonable assistance to the Seller (at the expense of the Seller) in regard to thesteps taken by the Seller; and

23.7.3.2 make all relevant books and records available to the Seller.

23.8 The provisions of this clause 23 shall not detract in any way whatsoever from thePurchaser’s common law duty to mitigate any loss which it may suffer as a result of anyEnvironmental Claim.

23.9 The provisions of clauses 22.3.1 and 25.1 shall not apply to the indemnity given by theSeller in terms of this clause 23.

23.10 Harmony shall be obliged to provide the Purchaser with a guarantee in respect of theSeller’s obligations under the Environmental Indemnity (“Harmony Guarantee”), on the termsand conditions contained in the draft guarantee attached hereto as annexe “A”, immediatelyprior to -

23.10.1 it disposing of a majority of the issued share capital of the Seller, whether to anotherHarmony Group Company or to an independent third party;

23.10.2 it disposing of the voting rights or economic benefits attaching to

majority of the issued share capital of the Seller, whether to another

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Harmony Group Company or to an independent third party; or

23.10.3 the Seller disposing of both its Elandsrand and Doornkop operations(whether as part of one indivisible transaction or separately), as theyexist as at the Signature Date or as they may be expanded at any time afterthe Signature Date, and whether to another Harmony Group Company or to anindependent third party,

at any time prior to the 5^th (fifth) anniversary of the Effective Date.

23.11 It is agreed that the Harmony Guarantee shall lapse and be of no further

force and effect on the 5^th (fifth) anniversary of the Effective Date, provided

that, if the Purchaser has given written notice to the Seller and/orHarmony of any claim under the Environmental Liability and/or HarmonyGuarantee before the 5^th (fifth) anniversary of theEffective Date and has issued summons or commenced arbitrationproceedings in respect thereof within 6 (six) months after the date ofsuch notice, the Harmony Guarantee shall survive in respect of thatclaim for as long as may be necessary to permit its final resolution.

24 INDEMNITIES

24.1 Without prejudice to any rights of the Purchaser arisingfrom any other provision of this Agreement and to the extent that suchliability is not fully provided for or reflected as a liability in theAgreement Accounts, the Seller hereby gives the Purchaser an indemnityagainst and shall hold it harmless from all claims, liability, damage,loss, penalty, expense and cost (including legal costs on an attorney andown client scale) of any nature whatsoever which the Purchaser may sustainas a result of or attributable to -

24.1.1 a failure ofany of the Warranties, representations or any undertakings

contained in this Agreement to be true and correct;

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24.1.2 any breach of or non-compliance by the Seller with any of its obligations

contained in this Agreement; and24.1.3 any liability, whether actual or contingent, of whatsoever nature or kind

and howsoever arising, which is not a Business Liability.24.2 The Purchaser will notify the Seller of any claim which may be made

against the Business in respect of any of the matters referred to in clause24.1 as expeditiously as possible after the Purchaser becomes awarethereof. The Seller will be entitled to contest the claim concerned in thename of the Purchaser and will be entitled to control the proceedings inregard thereto, provided that -24.2.1 the Seller delivers to the Purchaser a written indemnity in terms

reasonably acceptable to the Purchaser, indemnifying the Purchaseragainst all charges and all legal costs (not limited by any scale) whichmay be incurred or awarded as a consequence of such steps; and24.2.2 the Purchaser will -

24.2.2.1 render reasonable assistance to the Seller (at the expense of the

Seller) in regard to the steps taken by the Seller; and24.2.2.2 make all relevant books and records available to the Seller.24.3 In the event of the Purchaser suffering or paying any loss, damage, liability,

cost, charge, expense, payment or penalty to which any representation,undertaking, warranty or indemnity relates, the Seller will forthwith uponsuch amount being determined pay to the Purchaser an amount equal tosuch loss, damage, liability, cost, charge, expense, payment or penalty.Any amount payable by the Seller pursuant to this clause shall bear interest

at the Prime Rate from the date upon the relevant loss, damage

cost, charge, expense, payment or penalty was incurred to date of

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payment, both days inclusive, which interest shall be payablesimultaneously with the amount payable by the Seller.

24.4 Without prejudice to any rights of the Seller arising from any other provision ofthis Agreement, the Purchaser hereby gives the Seller an indemnity against andshall hold it harmless from all claims, liability, damage, loss, penalty, expenseand cost (including legal costs on an attorney and own client scale) of any naturewhatsoever which the Seller may sustain as a result of or attributable to anybreach of or non-compliance by the Purchaser with any of its obligations containedin this Agreement. The provisions of clause 25 shall apply, mutatis mutandis, tothe indemnity given by the Purchaser in terms of this clause 24.4, save insofar assuch indemnity relates to the discharge of the Purchase Consideration.

25 LIMITATION OF LIABILITY

25.1 Notwithstanding the Warranties, representations, undertakings, indemnificationsgiven by the Seller, no liability shall attach to the Seller in respect of anybreach of this Agreement in relation to claims, losses or liabilities -

25.1.1 for any loss of profit or any other indirect, special or consequential loss;

25.1.2 which are less than R20,000,000.00 (twenty million rand) in aggregate,

provided that when such aggregate or individual claims or losses exceedthe said amount, the Seller shall, subject to clause 25.1.3 andclause 25.1.4, be liable for the full amount of such claim/s and/or lossand/or liabilities and not only for the amount in excess of the saidamount;25.1.3 if the Purchaser has not issued summons or commenced arbitration

proceedings against the Seller for recovery of such claims, losses or

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liabilities by a date which is 18 (eighteen) months after the Effective Date,provided that if the Purchaser has, before such date, given written notice inrespect of any claim which it may have to the Seller and has within 6 (six)months after such date issued summons or commenced arbitration proceedingsfor the recovery thereof, the warranties and indemnities given in respect ofsuch notified matter shall survive as long as may be necessary to permit thefinal resolution of such matter; or

25.1.4 which in aggregate exceed an amount equal to the Rand Equivalent ofUS$250,000,000.00 (two hundred and fifty million United States dollars) on theEffective Date, on the basis that the aggregate amount recoverable from the Seller,exclusive of interest and costs, from whatever cause arising, shall be limited to theaforesaid amount.

25.2 The Purchaser shall have no claim whatsoever against the Seller in respect

of any breach of any of the Warranties or representations contained in thisAgreement and annexe “J” hereto if and to the extent that -25.2.1 such breach or claim occurs as a result of any legislation not in force at

the Signature Date which takes effect retrospectively;25.2.2 such breach or claim would not have arisen but for any voluntary act or

omission on the part of the Purchaser or any person connected with itotherwise than in the ordinary course of business at any time after theSignature Date; or25.2.3 such breach or claim arises as a result only of any changes after the

Effective Date in the accounting bases, policies or methods used by theBusiness to value any of its assets or to provide for any of its liabilities.25.3 Any claim by the Purchaser against the Seller based on a breach of a

representation, undertaking, Warranty or indemnity contained in the

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Agreement shall be reduced by the aggregate of -25.3.1 any provisions in respect thereof, as reflected in the AgreementAccounts;25.3.2 an amount equal to any Tax benefit actually received by the Purchaseras a result thereof;25.3.3 any amount recovered from any third party in respect thereof; and25.3.4 any amount by which the subject matter of the claim has been or is

made good or otherwise compensated for without cost to the Purchaser.

25.4 All amounts available for set-off or otherwise liable to be deducted pursuant

to clauses 25.2 or 25.3 shall first be taken into account for the purpose ofdetermining the amount of loss sustained in connection with the limitsreferred to in clause 25.1.25.5 Nothing in this clause 25 shall in any way diminish the Purchaser’s common

law obligation to mitigate its loss.25.6 If any potential claim arises by reason of liability which is contingent only,

then the Seller shall not be under any obligation to make any paymentpursuant to such claim until such time as the contingent liability ceases tobe contingent and becomes actual.

26 NO DUPLICATION OF RECOVERY

26.1 Notwithstanding anything to the contrary contained in this Agreement, a claim by thePurchaser arising out of any breach by the Seller of any Warranty or in terms of anyindemnity or undertaking given by the Seller in terms of this Agreement shall not entitlethe Purchaser to make a claim against the Seller in respect of more than one of such breachof Warranty

or undertaking or claim under such indemnity where such additional breach

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and claim arises from or is attributable to the same cause of action, providedthat should the claim that the Purchaser has under one warranty, or indemnity,exceed the claim that the Purchaser has under another warranty or indemnity,and the Purchaser elect to firstly recover an amount under the first mentionedwarranty or indemnity, the Purchaser shall not be prevented from recoveringthe balance of its claim under the second mentioned warranty or indemnity.

26.2 If the Purchaser successfully claims any amount from the Seller arising from or in any way related to a breachor alleged breach of warranty or representation, and is also paid any amount by its insurers arising from the sameclaim, or a claim based on substantially the same cause of action, the Purchaser shall forthwith reimburse theSeller any amount equal to the amount paid to the Purchaser by its insurers as aforesaid, up to a maximum amountequal to the amount successfully claimed from the Seller.27 GENERAL WARRANTIES27.1 Each of the Parties hereby warrants to and in favour of the other that -27.1.1 it has the legal capacity and has taken all necessary corporate action

required to empower and authorise it to enter into this Agreement;27.1.2 this Agreement constitutes an agreement valid and binding on it and

enforceable against it in accordance with its terms;27.1.3 the execution of this Agreement and the performance of its obligations

hereunder does not and shall not -27.1.3.1 contravene any law or regulation to which that Party is subject;27.1.3.2 contravene any provision of that Party’s constitutional documents; or

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27.1.3.3 conflict with, or constitute a breach of any of the provisions of anyother agreement, obligation, restriction or undertaking which is binding on it.

27.2 Each of the representations and warranties given by the Parties in terms of clause 27.1,shall -

27.2.1 be a separate warranty and will in no way be limited or restricted by

inference from the terms of any other warranty or by any other words inthis Agreement;27.2.2 continue and remain in force notwithstanding the completion of any or all

the transactions contemplated in this Agreement; and27.2.3 prime facie be deemed to be material and to be a material

representation inducing the other Party to enter into this Agreement.28 APPOINTMENT OF PAMODZI AS AGENT

Pamodzi shall represent the Purchaser, and take all decisions and actions on behalf of thePurchaser, in respect of or in relation to this Agreement, including the enforcement of anyof the provisions of this Agreement and the fulfillment of the Conditions Precedent. ThePurchaser hereby appoints Pamodzi as its attorney and agent in rem suam, in its name, placeand stead to do all such things and sign all such documents on its behalf in relation tothis Agreement.

29 CONFIDENTIALITY

29.1 The Parties undertake that during the operation of, and after the expiration, termination orcancellation of, this Agreement for any reason, they will keep confidential -

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29.1.1 any information which a Party (“Disclosing Party”) communicates to

the other Party (“Recipient”) and which is stated to be or by its nature isintended to be confidential;29.1.2 all other information of the same confidential nature concerning the

Business or the business of a Disclosing Party which comes to theknowledge of the Recipient whilst it is engaged in negotiating the termsof this Agreement or after its conclusion, including -

29.1.2.1 details of the Disclosing Party’s financial structures and operatingresults; and29.1.2.2 details of the Disclosing Party’s strategic objectives and planning.

29.2 If a Recipient is uncertain about whether any information is to be treated as

confidential in terms of this clause 29, it shall be obliged to treat it as suchuntil written clearance is obtained from the Disclosing Party.29.3 Each Party undertakes, subject to clause 29.4, not to disclose any

information which is to be kept confidential in terms of this clause 29, nor touse such information for its own or anyone else’s benefit.29.4 Notwithstanding the provisions of clause 29.3, a Recipient shall be entitled

to disclose any information to be kept confidential if and to the extent onlythat the disclosure is bona fide and necessary for the purposes of carryingout its duties in terms of this Agreement.29.5 The obligation of confidentiality placed on the Parties in terms of this

clause 29 shall cease to apply to a Recipient in respect of any information
which -

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29.5.1 is or becomes generally available to the public other than by the

negligence or default of the Recipient or by the breach of this Agreementby the Recipient;29.5.2 the Disclosing Party confirms in writing is disclosed on a non-confidentialbasis;29.5.3 has lawfully become known by or come into the possession of the

Recipient on a non-confidential basis from a source other than theDisclosing Party having the legal right to disclose same, provided thatsuch knowledge or possession is evidenced by the written records of theRecipient existing at the Signature Date; or29.5.4 is disclosed pursuant to a requirement or request by operation of law,

regulation or court order, to the extent of compliance with suchrequirement or request only and not for any other purpose,provided that -29.5.5 the onus shall at all times rest on the Recipient to establish that

information falls within the exclusions set out in clauses 29.5.1 to 29.5.4;29.5.6 information will not be deemed to be within the foregoing exclusions

merely because such information is embraced by more generalinformation in the public domain or in the Recipient’s possession; and29.5.7 any combination of features will not be deemed to be within the

foregoing exclusions merely because individual features are in the publicdomain or in the Recipient’s possession, but only if the combination itselfand its principle of operation are in the public domain or in theRecipient’s possession.

29.6 In the event that the Recipient is required to disclose confidential

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information of the Disclosing Party as contemplated in clause 29.5.4, theRecipient will -

29.6.1 advise the Disclosing Party thereof in writing prior to disclosure, ifpossible;29.6.2 take such steps to limit the disclosure to the minimum extent required to

satisfy such requirement and to the extent that it lawfully and reasonablycan;29.6.3 afford the Disclosing Party a reasonable opportunity, if possible, to

intervene in the proceedings;29.6.4 comply with the Disclosing Party’s reasonable requests as to the manner

and terms of any such disclosure; and29.6.5 notify the Disclosing Party of the recipient of, and the form and extent of,

any such disclosure or announcement immediately after it is made.29.7 This clause 29 shall not apply to any disclosure made by a Partyto —29.7.1 its professional advisors, bankers, funders or potential funders, or

consultants, provided that they have agreed to the same confidentialityundertakings, and provided further that each Party shall be obliged toprocure compliance by its professional advisors, bankers, funders orpotential funders, or consultants, with such confidentiality undertakings;or29.7.2 any judicial or arbitral tribunal or officer.

30 PUBLICITY

30.1 Subject to clause 30.3, each Party undertakes to keep confidential and not to disclose toany third party, save as may be required in law (including by

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the rules of any securities exchange on which the shares of either of theParties may be listed, where applicable) or permitted in terms of thisAgreement, the nature, content or existence of this Agreement.

30.2 No announcements of any nature whatsoever will be made by or on behalf

of a Party relating to this Agreement without the prior written consent of theother Party, save for any announcement or other statement required to bemade in terms of the provisions of any law (or by the rules of any securitiesexchange on which the shares of either of the Parties may be listed, whereapplicable), in which event the Party obliged to make such statement willfirst consult with the other Party in order to enable them in good faith toattempt to agree the content of such announcement, which (unless agreed)must go no further than is required in terms of such law or rules. This willnot apply to a Party wishing to respond to the other Party which has madean announcement of some nature in breach of this clause.30.3 This clause 30 shall not apply to any disclosure made by a Party to -30.3.1 its professional advisors, bankers, funders or potential funders, or

consultants, provided that they have agreed to the same confidentialityundertakings, and provided further that each Party shall be obliged toprocure compliance by its professional advisors, bankers, funders orpotential funders, or consultants, with such confidentiality undertakings;or30.3.2 any judicial or arbitral tribunal or officer.

31 SUPPORT

The Parties undertake at all times to do all such things, perform all such actions and takeall such steps and to procure the doing of all such things, the performance of all suchactions and the taking of all such steps as may be

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open to them and necessary for or incidental to the putting into effect ormaintenance of the terms, conditions and/or import of this Agreement, providedthat the aforegoing undertaking shall not place any obligation on any Party toassume any obligations or liabilities that are commercially onerous orunreasonable in the context of this Agreement or agreeing to commercially onerousor unreasonable conditions.

32 BREACH

32.1 If a Party (“Defaulting Party”) commits any breach of this Agreement and

fails to remedy such breach within 20 (twenty) business days (“Notice

Period”) of written notice requiring the breach to be remedied, then theParty giving the notice (“Aggrieved Party”) will be entitled, at its option -32.1.1 to claim immediate specific performance of all or any of the Defaulting

Party’s obligations under this Agreement, with or without claimingdamages, whether or not such obligation has fallen due for performance;or32.1.2 to cancel this Agreement, with or without claiming damages, in which

case written notice of the cancellation shall be given to the DefaultingParty, and the cancellation shall take effect on the giving of the notice.32.2 Neither Party shall be entitled to cancel this Agreement unless the breach

is a material breach. A breach will be deemed to be a material breach if -32.2.1 it is capable of being remedied, but is not so remedied within the NoticePeriod; or32.2.2 it is incapable of being remedied and payment in money will compensate

for such breach but such payment is not made within the Notice Period.32.3 The Aggrieved Party’s remedies in terms of this clause 32 are without

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prejudice to any other remedies to which the Aggrieved Party may be entitledin law.32.4 Notwithstanding the aforegoing, after the closing in full of the Sale inaccordance with clause 8, neither of the Parties will have the right to cancelthis Agreement as a result of a breach thereof, and the Parties’ onlyremedies thereafter will be to claim specific performance of all theDefaulting Party’s obligations, together with damages, if any,32.5 Should any payment under or arising from this Agreement fail to be madeon the due date thereof then, without prejudice to such other rights as mayaccrue to the payee consequent upon such failure, such overdue amountswill bear interest at 200 (two hundred) basis points above the Prime Rate,from the due date for payment to the date of actual payment, both datesinclusive.33 DISPUTE RESOLUTION33.1 In the event of there being any dispute or difference between the Partiesarising out of this Agreement, the said dispute or difference shall first besubmitted to the Chief Executive Officers of the Parties for resolution.Should the Chief Executive Officers be unable to resolve the dispute ordifference within 10 (ten) business days after the dispute or difference hasbeen referred to them, such dispute or difference may, on written demandby either Party be submitted to arbitration in Johannesburg in accordancewith the AFSA rules, which arbitration shall be administered by AFSA.33.2 Should AFSA, as an institution, not be operating at that time or not beaccepting requests for arbitration for any reason, then the arbitration shallbe conducted in accordance with the AFSA rules for commercialarbitration (as last applied by AFSA) (“Latest AFSA Rules”) before an arbitrator appointed byagreement between the Parties or failing agreement within 10CLIFFE DEKKER

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(ten) business days of the demand for arbitration, then either Party shall beentitled to forthwith call upon the chairperson of the Johannesburg Bar Councilto nominate the arbitrator, provided that the person so nominated shall be anadvocate of not less than 10 (ten) years standing as such. The person sonominated shall be the duly appointed arbitrator in respect of the dispute. Inthe event of the attorneys of the Parties failing to agree on any matter relatingto the administration of the arbitration, such matter shall be referred to anddecided by the arbitrator whose decision shall be final and binding on theParties.

33.3 Any Party may appeal the decision of the arbitrator or arbitrators in terms of

the AFSA rules for commercial arbitration. Should AFSA, as an institution,not be operating at that time or not be accepting requests for appeals forany reason, then the appeal shall be conducted in accordance with theLatest AFSA Rules.33.4 Nothing herein contained shall be deemed to prevent or prohibit either

Party from applying to the appropriate court for urgent relief or for judgmentin relation to a liquidated claim.33.5 Any arbitration in terms of this clause 33 (including any appeal

proceedings) shall be conducted in camera and the Parties shall treat asconfidential details of the dispute submitted to arbitration, the conduct of thearbitration proceedings and the outcome of the arbitration.33.6 This clause 33 will continue to be binding on the Parties notwithstanding

any termination or cancellation of the Agreement.33.7 The Parties agree that the written demand by either Party to the dispute in

terms of clause 33.1 that the dispute or difference be submitted toarbitration, is to be deemed to be a legal process for the purpose ofinterrupting extinctive prescription in terms of the Prescription Act, 1969.

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34 NOTICES AND DOMICILIA

34.1 The Parties select as their respective domicilia citandi et executandi the followingphysical addresses, and for the purposes of giving or sending any notice provided for orrequired under this Agreement, the said physical addresses as well as the following telefaxnumbers and email addresses -

Name Physical Address Telefax & Email

Seller and Harmony Block 27 Randfontein +27 11 684 0188Office Park Comer Main Marian.vanderWalt@Reef Road & Ward Avenue Harmony.co.zaRandfontein Republic ofSouth AfricaMarked for the attention of: The Company Secretary

Name Physical Address Telefax & Email

Purchaser and Pamodzi Pamodzi House +27 11 252 86161^st Floor 5 Gerard@prf1 .comWillowbrook CloseMelrose North AthollRepublic of SouthAfricaMarked for the attention of: Gerard Kemp

With a copy to First Reserve +1 203 625 2505Corporation One akrueger@firstLafayette Place reserve.comGreenwich CT 06830United States ofAmericaMarked for the attention of: Alex Krueger

provided that a Party may change its domicilium or its address for the purposes ofnotices to any other physical address, telefax number or email address in the Republic ofSouth Africa by written notice to the other Parties to that effect. Such change ofaddress will be effective 5 (five) business days after receipt of the notice of thechange.

34.2 All notices to be given in terms of this Agreement will be given in writing, in English,and will -

34.2.1 be delivered by hand or sent by telefax or email;

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34.2.2 if delivered by hand during business hours, be presumed to have been

received on the date of delivery. Any notice delivered after businesshours or on a day which is not a business day will be presumed to havebeen received on the following business day;34.2.3 if sent by telefax during business hours, be presumed to have been

received on the date of successful transmission of the telefax. Anytelefax sent after business hours or on a day which is not a business daywill be presumed to have been received on the following business day;and34.2.4 if sent by email during business hours, be presumed to have been

received on the date of successful transmission of the email asevidenced by a return receipt notification or other evidence oftransmission. Any email sent after business hours or on a day which isnot a business day will be presumed to have been received on thefollowing business day.

34.3 Notwithstanding the above, any notice given in writing in English, and actually received bythe Party to whom the notice is addressed, will be deemed to have been properly given andreceived, notwithstanding that such notice has not been given in accordance with this clause.

35 BENEFIT OF THE AGREEMENT

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

36 APPLICABLE LAW AND JURISDICTION

36.1 This Agreement will in all respects be governed by and construed under the

laws of the Republic of South Africa.

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36.2 For the purposes of clause 33.4 or for the purposes of making the arbitration award an orderof court, the Parties hereby consent and submit to the non-exclusive jurisdiction of theWitwatersrand Local Division of the High Court of the Republic of South Africa in any disputearising from or in connection with this Agreement. The Parties agree that any costs awardedwill be recoverable on an attorney-and-own-client scale unless the Court specificallydetermines that such scale shall not apply, in which event, subject to any specificdetermination by the Court, the costs will be recoverable in accordance with the High Courttariff, determined on an attorney-and-client scale.

37 GENERAL

37.1 This Agreement constitutes the whole of the agreement between the Parties relating to thematters dealt with herein and, save to the extent otherwise provided herein, noundertaking, representation, term or condition relating to the subject matter of thisAgreement not incorporated in this Agreement shall be binding on either of the Parties.

37.2 No addition to or variation, deletion, or agreed cancellation of all or any clauses orprovisions of this Agreement will be of any force or effect unless in writing and signed bythe Parties.

37.3 No waiver of any of the terms and conditions of this Agreement will be binding or effectualfor any purpose unless in writing and signed by the Party giving the same. Any such waiverwill be effective only in the specific instance and for the purpose given. Failure or delayon the part of either Party in exercising any right, power or privilege hereunder will notconstitute or be deemed to be a waiver thereof, nor will any single or partial exercise of anyright, power or privilege preclude any other or further exercise thereof or the exercise ofany other right, power or privilege.

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37.4 All provisions and the various clauses of this Agreement are,notwithstanding the manner in which they have been grouped together or linked grammatically,severable from each other. Any provision or clause of this Agreement which is or becomesunenforceable in any jurisdiction, whether due to voidness, invalidity, illegality,unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only tothe extent that it is so unenforceable, be treated as pro non scripto and the remainingprovisions and clauses of this Agreement shall remain of full force and effect. The Partiesdeclare that it is their intention that this Agreement would be executed without suchunenforceable provision if they were aware of such unenforceability at the time of executionhereof.

37.5 Neither this Agreement nor any part, share or interest herein nor any rights or obligationshereunder may be ceded, delegated or assigned by either Party without the prior writtenconsent of the other Party, save as otherwise provided herein.

37.6 This Agreement may be executed in counterparts, each of which shall be deemed an original,and all of which together shall constitute one and the same Agreement as at the date ofsignature of the Party last signing one of the counterparts.

38 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to thenegotiation, drafting, preparation and implementation of this Agreement.