EX-4.27

Date 14 June 2007

Parties

	1.		Morobe Consolidated Goldfields Limited incorporated in Papua New Guineaof Level 4, Mogoru Moto Building, Champion Parade, (PO Box 850) Port Moresby,Papua New Guinea (the *Lessee);* and

	2.		Westpac Bank PNG Limited of Level 9, Deloitte Tower, Douglas Street,Port Moresby NCD, Papua New Guinea as lessor under the Master LeaseAgreement (*Westpac*).

Recitals

As arranged by Westpac Institutional Bank, a division of WestpacBanking Corporation (the Arranger) Westpac Bank PNG Limited(Westpac) ispleased to offer Morobe Consolidated Goldfields Limited (theLessee) a masterlease facility on the following terms.

Capitalised terms used in this Agreement are defined in the text or in Schedule 1 unless thecontext requires otherwise. They will be interpreted on the basis set out in Schedule 1.

MASTER LEASE DETAILS


Lessee:		Morobe Consolidated Goldfields Limited.

Facility Limit:		US$31,000,000 as reduced or cancelled under clauses 2.3 and 4.3.

Term:		This master lease facility will expire on 30 June 2013 or such other dateagreed between the parties and is terminable on notice by Westpacfollowing an Event of Default. That does not affect any Lease previouslyentered into under this master lease facility.

		Individual Leases shall have a term not exceeding five (5) years and 91days from the Delivery Date.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

1.		THE FACILITY

1.1		*Facility*

Provided the facility provided under this Agreement has not been terminated and has not expired,the Lessee can require Westpac to let equipment for hire to the Lessee on the terms of thisfacility on any Business Day. The Lease will be substantially in the form of Schedule 5. The rateand period of each Lease will be as set out in the Details Schedule of the relevant Lease.

1.2 Conditions Precedent

1.2.1 The obligations of Westpac under this Agreement are subject to the fulfilment of thefollowing conditions precedent, namely

1.2.1.1 the Lessee must:

w		sign and return a copy of this Agreement to Westpac;

w		provide to Westpac a duly executed copy of the Intercreditor Deed and certified copies ofeach Project Document which has been entered into on or before the date of this Agreement;

w		deliver a verification certificate to Westpac dated no later than the date of this Agreementsubstantially in the form of Schedule 4A with the required attachments;

w		procure that HGMC and HGM each delivers a verification certificate to Westpac dated no laterthan the date of this Agreement substantially in the form of schedule 4B with the requiredattachments;

w		provide evidence to Westpac that all Authorisations and consents necessary for each party toenter into and perform its obligations under the Bank Documents have been obtained and are infull force and effect;

w		provide evidence to Westpac that all shareholder loans to the Lessee outstanding prior to thedate of this Agreement have been converted to equity;

w		provide evidence (including providing certificates of currency for each insurance policy) toWestpac that the Equipment has been or will be insured in accordance with clause 6.7 ofschedule 3 (Schedule of Lease Terms);

w		provide to Westpac the Deed of Assignment, duly executed by all parties to it (exceptWestpac);

w		procure that Komatsu duly executes the Komatsu Guarantee and deliver a certified copy toWestpac;

each to the satisfaction of, or (where relevant) in form and substance satisfactory to, Westpac.

1.2.1.2 Westpac must:

w		be satisfied as to the financial capability of Komatsu to support the obligations that ariseas guarantor of the Contractor under the Sell Back Option and the Maintenance Contract and itsown obligations under the Komatsu Guarantee;

w		be satisfied as to the financial capability of the Contractor to support its ownobligations under the Sell Back Option and the Maintenance Contract;

w		be satisfied with Project economics as evidenced by the Financial Model and mine plan as atthe date of execution of this Agreement;

w		be satisfied that the Project complies with the World Bank Guidelines;

w		procure from Aliens Arthur Robinson in Port Moresby and Sydney opinions as to the BankDocuments and their enforceability under New South Wales, Australian and Papua New Guinea law,which opinion shall be in form and substance satisfactory to Westpac;

Morobe Consolidated Goldfields Limited — Master Lease Agreement

receive from the Lessee an opinion procured by the Lessee from Legal counsel approved byWestpac as to:

	(a)		Singapore law in relation to the Komatsu Guarantee;

	(b)		South African law in relation to HGMC’s entry into the Intercreditor Deed; and

	(c)		Isle of Man law in relation to the Project Lender’s entry into the Intercreditor Deed,

		which opinions shall be in form and substance satisfactory to Westpac; and

w		receive from the Lessee such other information as may reasonably be requested by Westpac andWestpac must be satisfied with that information.

1.2.2 Each Lease is subject to and shall not commence until the fulfilment (or waiver by Westpac inits absolute discretion) of the following conditions precedent, namely, the Lessee must:

w		provide Westpac with a completed and duly executed Lease Request in accordance with clause2.2;

w		pay the Order Instalment in respect of that item of Equipment to Westpac on or before theOrder Date for that item;

w		provide Westpac with completed and executed equipment documentation in respect of therelevant item of Equipment;

w		either:

	(i)		provide to Westpac cash security to the satisfaction of Westpac equivalent to 12months Rent Instalments (at a rate to be advised by Westpac calculated assuming thatLeases are entered into for the full Facility Limit with a Base Rate as for the TermInstalments and assuming the Delivery Date is the date on which the relevant Leaseis prepared); or

	(ii)		provide Westpac with a certificate signed by 2 directors of the Lessee indicatingthat the Project is fully funded to date and there are available sufficient fundsto satisfy the financial requirements of the Project to Project Completion;

w		in respect of the first Lease only following the entry into a new Maintenance Contract with anew maintenance contractor, provide a certified copy of that Maintenance Contract to Westpacand satisfy Westpac as to the financial capacity of the new maintenance contractor to performits obligations under the new Maintenance Contract;

w		provide to Westpac certified copies of each Project Document which has not already beenprovided under clause 1.2.1.1 (other than the Project Loan Agreement and Project Charge);

w		provide evidence to Westpac of the payment of all fees and expenses which are due; and

w		provide Westpac with the financial statements and financial information for the Lessee andHGMC and such other information in relation to the Lessee, or any other party to the BankDocuments or the Project Documents as may reasonably be requested by Westpac and Westpac mustbe satisfied with that information;

each to the satisfaction of, or (where relevant) in form and substance satisfactory to, Westpac andat the date of the Drawdown Notice:

w		no Event of Default is subsisting or will result from the drawdown, or event which withnotice or time would become an Event of Default;

w		no event or change has occurred to the Lessee or any other party to the Bank Documents or theProject Documents that has or would be likely to have a Material Adverse Effect;

w		drawdown will not cause the Facility Limit to be exceeded; and

w		each representation and warranty in the Bank Documents is true and correct in all materialrespects and not misleading nor deceptive in any material respect as of the date of the

Morobe Consolidated Goldfields Limited — Master Lease Agreement

drawdown and the date of purchase.

1.2.3 The parties shall use their respective reasonable endeavours to satisfy the conditionsprecedent in clause 1.2.1 as soon as practicable after the execution of this Agreement. Each partyshall notify the other party as soon as practicable after each condition precedent has beensatisfied or fulfilled by such party and Westpac shall give notice to the Lessee when all of theconditions precedent in clause 1.1.1 have been satisfied or waived. The conditions are for thebenefit of Westpac and may be waived in whole or in part by Westpac by notice to the Lessee inwriting. The Lessee shall bear the reasonable costs of procuring the opinions described in clause1.2.1.2.

1.2.4 If the conditions precedent in clause 1.2.1 are not each satisfied or waived within 30 daysfrom the date of execution of this Agreement (or such later date as the parties may agree inwriting) then either party shall have the right to immediately terminate this Agreement by givingwritten notice to the other party to that effect. If the Agreement is terminated in accordance withthis clause, no party will have any further obligation to the other parties and the parties willhave no claim against each other, except, in the case of Westpac any claim against the Lessee inrespect of outstanding fees, costs and expenses under clause 4 of this Agreement or indemnitiesunder clause 5.4 of the Lease Terms.

LEASING PROCEDURES

2.1

Purchase of Equipment

	*		(*Order) The Equipment shall be ordered by the Lessee in accordance with theSupply Contract.*

	*		(*purchase*) The Equipment shall be purchased by Westpac in accordance with theSupply Contract.

	*		(*title*) Property in Equipment purchased under this Agreement shall pass directlyfrom the Contractor to Westpac.

	*		(*payment of purchase price*) Subject to the fulfilment of the conditionsprecedent in clause 1.2.2:

	(a)		Westpac must pay the Order Instalment to the Contractor on the Order Date;

	(b)		and the receipt by Westpac on or before the Shipping Date of theDrawdown Notice for the Shipping Instalment, the relevant Contractor’s invoice andBill of Lading in respect of the relevant item of Equipment and the Escrow Portionand 15% of the Estimated PNGP from the Lessee, Westpac must pay the ShippingInstalment to the Contractor on the Shipping Date; and

	(c)		and the receipt by Westpac of the Drawdown Notice for the PNGP, therelevant Contractor’s invoice from the Lessee and a copy of the relevantHandover Certificate and the PNGP Adjustment (if owing to Westpac in accordancewith clause 5.10(a)), Westpac must pay the PNGP to the Contractor.

	*		(*escrow portion*) Westpac will hold the Escrow Portion in escrow and pay theEscrow Portion to the Contractor in accordance with the provisions of the SupplyContract.

	*		(*Estimated PNGP*) On or before the Shipping Date, the Lessee shall provideWestpac with all information with regard to the PNGP received from the Contractor andany other relevant information in that regard and Westpac and the Lessee shall agree theEstimated PNGP on the basis of such information.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

2.2

Lease Request

	•		When the Lessee wishes to lease an item of Equipment the Lessee shall give to Westpac aLease Request on or prior to the Order Date. The Lease Request shall request thatWestpac prepares a Lease for the relevant item of Equipment and the Lessee shallprovide Westpac with the information described in clause 1.2.2.

	•		Westpac shall prepare the Lease if the conditions precedent in clause 1.2.2 have beensatisfied and deliver it to the Lessee.

	•		Following receipt of the Lease from Westpac, the Lessee shall promptly sign and returnit to Westpac. If the person who signs the Lease is not a person referred to in theverification certificate, the Lessee must supply evidence satisfactory to Westpac ofthe authority of that person.

	•		When the Lessee wishes to make a drawing in respect of an item of Equipment, theLessee shall give to Westpac a Drawdown Notice. That Drawdown Notice must be receivedby Westpac by 11.00am (Port Moresby time) 3 Business Days (or such shorter period asWestpac may agree) before the proposed Drawdown Date which must be a Business Dayduring the Availability Period.

	•		On the proposed Drawdown Date but only if all requirements of this Agreement have beensatisfied including the conditions precedent in clause 1.2.2, Westpac will makeavailable to the Lessee the amount requested in the Drawdown Notice up to a maximum(in aggregate with any other Drawdown Notice in respect of the same item of Equipment)of the Funded Amount

	•		The Lessee shall ensure that there is delivered to Westpac no later than the DrawdownDate if required, a tax invoice for the Equipment which satisfies any applicablerequirements (if any) of Westpac.

2.3

Form of Lease

	*		Each Lease will be in substantially the form of Schedule 5.

	*		The Base Rate for the Rent Instalments will be as set out in Schedule 5 (item 12).

	*		The Term Instalments will be specified in the Details Schedule, and will bedetermined by Westpac having regard to its normal procedures, but so as to achieve alimit in the total underlying principal amount of all Leases so that the aggregate doesnot exceed the following amounts on the following dates:


Reduction Date		Limit
Initial		$31,000,000
June 30, 2009		$26,000,000
March 31, 2010		$21,000,000
December 31, 2010		$16,000,000
September 30, 2011		$11,000,000
June 30, 2012		$6,000,000
March 31, 2013		$1,000,000

On the dates specified above, the Facility Limit will be reduced and cancelled as setout in the table above.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

2.4

General

Notwithstanding any other provisions of this Agreement:

	•		The Lessee is responsible for ensuring that Westpac obtains good and unencumberedtitle to all Equipment purchased pursuant to this clause.

	•		The Lessee cannot commit Westpac to any contract with an obligation to another party.Its authority is only to acquire a good and unencumbered title in Equipment forWestpac.

	•		The Lessee will indemnify Westpac on demand against any liability, cost or expenseincurred in connection with any defect in Westpac’s title to any Equipment the subjectof a Lease.

2.5

Authority

The Lessee is bound by:

	•		any document or communication bearing a signature that appears to Westpac to be oneof the specimen signatures of the Lessee; and

	•		anything done by Westpac in accordance with this Agreement.

The Lessee irrevocably authorises Westpac (if the Lessee fails to do so or does soincorrectly) to prepare, complete, amend, execute and deliver on behalf of the Lessee eachLease.

2.6

Exclusivity

The parties agree to deal on an exclusive basis with respect to the provision of financewith regard to the Equipment described in the Supply Contract.

REPRESENTATIONS AND UNDERTAKINGS

The Lessee makes the representations and warranties and gives the undertakings in Schedule 2.

4.		FEES AND EXPENSES

4.1		*Establishment Fee*

On the date of this Agreement the Lessee will pay the Arranger an establishment fee ofUS$450,000 as set out in the mandate letter dated 21 November 2005 from the Arranger toHarmony Cold (Australia) Pty Limited. Westpac acknowledges that $300,000 of theestablishment fee has already been paid prior to the date of this Agreement.

4.2

Line Fee

The Lessee will pay Westpac a line fee which will accrue from day to day from the date ofthis Agreement on the amount of the Facility Limit, calculated at a rate of 1.5% per annum.The Lessee shall pay that fee in arrears on the last Business Day on each calendar quarterand on the day the Facility Limit is cancelled.

4.3

Cancellation of Facility Limit

The Lessee may at any time on not less than 5 Business Bays notice cancel all or part ofthe unutilised Facility Limit. Westpac may cancel all or part of the Facility Limit at anytime an Event of Default under any Lease is subsisting.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

4.4

Expenses

The Lessee will pay Westpac and the Arranger on demand all costs and expenses (includinglegal expenses) incurred by Westpac and the Arranger in connection with the preparation,negotiation and execution of the Master Lease Agreement and any Lease, and of any waiver orconsent, including the valuation of Equipment and considering conditions precedent.

AGENCY

	(a)		Pursuant to the execution of the Deed of Assignment, the Lessee hasassigned the Assigned Property to Westpac.

	(b)		Westpac appoints the Lessee as its sole agent, until termination underparagraph (f), to exercise on behalf of Westpac all of the rights in respect of theAssigned Property (unless otherwise specified).

	(c)		Until the agency in paragraph (b) is terminated in accordance with paragraph(e), the Lessee is entitled to retain when made any recovery or benefit resulting fromthe enforcement of any such rights and will pay, and indemnifies, Westpac against, allcosts, expenses, liabilities, losses and charges incurred in connection with theenforcement or purported enforcement of any such rights.

	(d)		The Lessee agrees to promptly and effectively enforce all claims and rightsreferred to in paragraph (a) at all times during the term of its appointment underparagraph (b) in relation to an item of Equipment where the non-enforcement or delayedenforcement of a claim or right might result in a material diminution in the value,condition or utility of that item of Equipment.

	(e)		If the Lease is terminated under clause 9.1, after an Event of Default occursor at any other time, Westpac may terminate or limit the agency created by this clauseby written notice to the Lessee specifying the date of such termination or limitation(and providing details of any limitation in the Lessee’s exercise of its agency powersunder paragraph (b)).

	(f)		The Lessee agrees to promptly and duly execute and deliver any and all suchfurther documents or agreements and take such further action as may be necessary ordesirable in order to give full effect to the assignment under this clause.

SCHEDULE OF LEASE TERMS

*		The Lease Terms apply to each Lease as if a reference to *this Lease* in that schedule is areference to the particular Lease.

*		Clauses 5.1 to 5.6 (inclusive), 5.9, 8.1 and 10 of the Lease Terms apply to this Agreementas if a reference to *this Lease* were a reference to *this Agreement*.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

Executed as an agreement:

Signed for WESTPAC BANK PNG LIMITED by its attorney under the authority of a power of attorney.


/s/ Ross Hammona (sign here) I have no notice of the revocation of the power of attorney. Name: Ross Hammona Attorney

Signed by:

Morobe Consolidated Goldfields Limited


/s/ Graham Paul Briggs		/s/ William Mervyn Wasley

(sign here)		(sign here)
Title: Director		Title: Director

Name (please print):	Graham Paul Briggs	Name (please print):	William Mervyn Wasley
	Director		Director

Date of execution:

We confirm:

The Company is solvent. It is not prevented by any provision of the Companies Act 1997(PNG) from entering into and performing the Document. We hold the offices stated under oursignatures. We are authorised to sign the accepted agreement(s).

Morobe Consolidated Goldfields Limited — Master Lease Agreement

SCHEDULE 1

SCHEDULE OF DEFINITIONS AND INTERPRETATION

Definitions

Agreement includes any document or instrument of any kind, any deed, agreement orarrangement.

Assigned Property has the meaning given in the Deed of Assignment.

Authorisation includes:

(a)		any consent, registration, filing, lodgement, agreement, certificate,notarisation, permission, licence, approval, authority or exemption, from by or with anyGovernmental Agency; and

(b)		where a Governmental Agency can prohibit or restrict something if it acts within aspecified period after formal notification of it (for example lodgement, registration orfiling), the expiry of that period without that action.

Authorised Officer means

(a)		in respect of the Lessee any director, secretary or attorney, or any person from time to timenominated as an Authorised Officer by its by a notice to Westpac accompanied by certifiedcopies of signatures of all new persons so appointed; and

(b)		in respect of Westpac, any person whose title or acting title includes the word *Chief,Counsel, Executive Head, Manager, Director or President or* cognate expressions, or anysecretary or director.

Availability Period means the period from the date of satisfaction of the conditions precedent inclause 1.2.1 until 30 June 2008 (or such longer period as Westpac and the Lessee agree).

Bank Document means:

(a)		the Master Lease Agreement;

(b)		any Lease entered into under the Master Lease Agreement;

(c)		the Komatsu Guarantee;

(d)		the PRI Policy;

(e)		the Intercreditor Deed;

(f)		the Sell Back Option;

(g)		the Deed of Assignment;

(h)		the Supply Contract;

(i)		any Maintenance Contract; or

(j)		any other document agreed to by Westpac and the Lessee from time to time.

It includes any amendment or replacement of any of them or document issued under any of them.

Base Rate means the rate specified in the relevant Details Schedule.

Business Day means any weekday on which Westpac is open at the address referred to on the firstpage of the Master Lease Agreement and banks are open in New York and Sydney.

Casualty and Termination Value means, in relation to any Equipment at any time, the amountcalculated by Westpac using the method specified in item 16 of the Details Schedule.

CIF Lae Portion means the purchase price for any Equipment paid to the Contractor under the SupplyContract covering ex-factory costs, insurance and freight to Lae.

Compensation Agreement means the compensation agreement dated 5 August 2005 between the Lessee andthe landowner of the Mining Easement.

Contractor means UMW Niugini Limited.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

Deed of Assignment means a Deed in the form of Schedule 7

Details Schedule means the schedule so named set out in each Lease.

Delivery Date means, in respect of an item of Equipment, the date on which a Handover Certificateis signed by the Lessee and the Contractor in accordance with the terms of the Supply Contract.

Drawdown Date means, in relation to any Equipment, the date on which Westpac is to provide anypart of the Funded Amount under this Agreement.

Drawdown Notice means a notice in the form of Schedule 6.

Environmental Law means a law which relates to an aspect of the environment, planning, health orsafety.

Equipment means the Equipment described in the Supply Agreement or any Drawdown Notice or DetailsSchedule (as the context requires) and includes all log books and other documentation and licencesand all parts and components relating to the Equipment.

Escrow Portion means 5% of the CIF Lae Portion.

Estimated PNGP means PNGP estimated at the Shipping Date, based on information provided by theContractor and agreed between the Lessee and Westpac.

Event of Default means anything listed in Clause 3 of Schedule 2.

Expiry Date means 30 June 2013 (or such other date agreed between the Lessee and Westpac).

Finance Debt includes:

(a)		any indebtedness, present or future, actual or contingent in relation to money borrowed orraised or any other financing;

(b)		any such indebtedness under or in respect of any of the following: a Guarantee, adiscounting arrangement, a finance lease or similar agreement, hire purchase, deferredpurchase price (for more than 90 days), or an obligation to deliver property or provideservices paid for in advance by a financier; and

(c)		exposure under any interest, commodity, securities, index, or currency exchange, option,hedge, swap or other similar arrangement.

Financial Model means the cash flow model used in the Lessee’s submission of its financing plan tothe Bank of PNG and provided to Westpac by the Lessee on 29 March 2007 under clause 1.2.1.2 ofthis Agreement (file name MCG Cash Flow Model IOM BDW FINAL BPNG.xls) as updated or varied fromtime to time by agreement between Westpac and the Lessee.

Funded Amount means, in respect of any item of Equipment, the Shipping Instalment plus 85% of thePNGP as set out in the relevant Details Schedule.

Governmental Agency includes any government, or any government, semi-government or judicial agencyor authority.

GST means goods and services tax, value added tax or any other indirect tax in respect of thesupply, acquisition or consumption of Equipment/services.

Guarantee means any guarantee, indemnity, letter of comfort or other assurance against loss,including any obligation to be responsible for the solvency or financial condition of anotherparty, or for payment of a debt or obligation of another party, either directly or indirectly (forexample, by acquiring the debt or obligation).

Handover Certificate has the meaning given in the Supply Contract.

HGM means HGM (Isle of Man) (Pty) Limited (company number 116712C) of 15 — 19 Athol Street,Douglas, Isle of Man, IM1 1LB.

HCMC means Harmony Gold Mining Company Limited (company number 1950/038232/06) of Harmony MainOffices, Remainder of Portion 3 of the Farm Harmony Farm 222, Private road, Glen Harmony, Virginia9430, Free State, Republic of South Africa.

Intercreditor Deed means the intercreditor deed between Westpac, the Arranger, HGM (Isle of Man)(Proprietary) Limited, HGMC and the Lessee dated on or about the date of the Master LeaseAgreement.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

Interest Rate means the Base Rate plus the Margin.

Komatsu means Komatsu Asia and Pacific Private Limited (company number 197100057R) a companyincorporated in Singapore of 1 Gul Avenue, Off Benoi Road, Jurong Point, Singapore 629648.

Komatsu Guarantee means the Guarantee in the form of annexure A to Schedule J of Part 3 of theSupply Contract.

Lease means a lease entered into under this Agreement.

Lease Requestmeans a notice in the form of Schedule 8.

Lease Terms means the Schedule of Lease Terms set out in Schedule 3.

Maintenance Contract means the maintenance of mining equipment contract dated 22 November 2006 forthe maintenance of the Equipment between the Lessee and the Contractor.

Margin means:

(a)		on each day until Project Completion, 1.25% per annum; and

(b)		on that day and each day subsequently, 0.80% per annum.

Master Lease Agreement means the master lease facility agreement between Westpac and the Lessee towhich this schedule is attached (and includes all schedules).

Material Adverse Effect means a material adverse effect on the financial or business condition ofthe Lessee, its ability to meet its payment obligations under the Bank Documents, any Equipment,or the security or rights of Westpac or the title of Westpac to any Equipment.

Memorandum of Agreement means the Memorandum of Agreement relating to the Hidden Valley GoldProject dated 5 August 2005 between the Lessee, the State of Papua New Guinea, Morobe ProvincialGovernment, Wau Rural Local Level Government and Wau Bulolo Urban Local Government.

Mining Easement means the mining easement (ME 82) granted or to be granted by the Ministerresponsible for mining in Papua New Guinea on the recommendation of the Mining Advisory Council ofPapua New Guinea.

Mining Easement Application means the application dated 4 December 2006 to the Department ofMining in Papua New Guinea to register the Mining Easement and related documentation.

Mining Lease means the Mining Lease (M151) dated 4 March 2005.

Order Date means the date upon which the Lessee places an order for an item of Equipment with theContractor under the Supply Contract.

OrderInstalment means 10% of the CIF Lae Portion in respect of the relevant item of Equipment.

PNGP or Papua New Guinea Portion means the inland transport, handling, dis-assembly and reassemblycosts in respect of any item of Equipment in Papua New Guinea.

Premises means any premises stated in the Details Schedule of this Lease.

PRI Policy means the Political Risk Insurance Policy (cover Note No. CP 3642506) dated 3 August2006 issued in favour of HGMC by the Heath Lambert Group including the endorsement titled CoverNote Addendum No.1 dated 13 November 2006 and Cover Note Addendum No.2 dated 18 April 2007 and anyother endorsements on the policy from time to time.

Principal Outstanding means the aggregate of the present value of unpaid Rent Instalments andResidual Value discounted at the relevant rate implicit in each Lease.

Proceeds Account means an account of the Lessee entitled “Hidden Valley Gold Proceeds Account”with Westpac Banking Corporation (New York branch) or any other account which Westpac and theLessee agree is the Proceeds Account for the purposes of a Lease.

Project means the Hidden Valley Gold Project (or Hidden Valley Project) in Morobe Province, PapuaNew Guinea in terms of which the Lessee shall fund, design, procure, construct and commission amine on its Hidden Valley Tenements (as defined in the Project Loan Agreement) and conduct mining,mineral processing and related operations thereon.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

Project Charge means the charge in the form of schedule 10 to be granted by the Lessee in favourof the Project Lender to secure its obligations under the Project Loan Agreement.

Project Completion means date upon which the Lessee has satisfied Westpac that the Project hasachieved for any consecutive 3 (three) month period a rolling monthly average gold production ofnot less than 19,000 ounces per month.

Project Document means:

(a)		the Compensation Agreement;

(b)		the Memorandum of Agreement;

(c)		the Project Loan Agreement;

(d)		the Project Charge;

(e)		the Mining Lease;

(f)		the Mining Easement, or if such easement has not been granted, the Mining EasementApplication;

(g)		the Sell Back Option;

(h)		any Maintenance Contract;

(i)		the Supply Contract;

(j)		the PRI Policy;

(k)		the Komatsu Guarantee;

(I)		any Authorisation necessary for the Lessee to execute and perform its obligations inaccordance with any agreement or security relating to this Agreement or in connection withthe Project, including all necessary approvals from Papua New Guinea Central Bank (includingfor offshore bank accounts) and an environment permit under the Environment Act 2000 (PNG);

(m)		any document issued under any Project Document; or

(n)		any other document agreed to by Westpac and the Lessee from time to time and any amendmentor replacement of any of them or any document issued under any of them.

Project Lender means HGM.

Project Loan Agreement means the loan agreement in the form and in the amount in schedule 9 to beentered into between the Lessee and the Project Lender.

Rent Instalment means all rental owing, or to become owing, by the Lessee to Westpac under aLease. The amount of Rent Instalment is as stated in the relevant Details Schedule as adjusted orvaried under the Lease.

Rent Instalment Date has the meaning given in the Details Schedule.

Residual Value means the amount stated in the relevant Details Schedule or any other amount agreedbetween Westpac and the Lessee in writing (as adjusted or varied under the Lease).

Security Interest includes any mortgage, pledge, lien, charge or other security or any arrangementwhich gives a creditor a preferential right to an asset or its proceeds.

Sell Back Option means the sell back option in schedule J of Part 3 of the Supply Contract.

Shipping Date means the date no later than 7 days after the date upon which Komatsu issues a Billof Lading in respect of the relevant item of Equipment to the Contractor for shipment to theLessee. The Shipping Date shall be no later than the last day of the Availability Period.

ShippingInstalment means 85% of the CIF Lae Portion in respect of the relevant item of Equipment.

Subsidiary has the meaning given in the Corporations Act 2001 (Cth).

Supply Contract means the supply of mining equipment contract dated 22 November 2006 between theLessee and the Contractor.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

A “tax” means a tax, levy, impost, deduction, charge, stamp duty, financial institutions duty, anycredit or debit tax, compulsory loan or withholding (together with any related interest, penalty,fine or expense in connection with any of them).

World Bank Guidelines means the Pollution Prevention and Abatement Handbook produced by the WorldBank (as updated) and any other environmental guidelines published by the World Bank or theInternational Finance Corporation (including the World Bank General Environmental Guidelines, theIFC General Health and Safety Guidelines and guidelines outlined in the Equator Principles).

Interpretation

Headings are for convenience only and do not affect interpretation. The following rules applyunless the context requires otherwise.

w		A reference to a party to this document or another agreement or document includes the party’ssuccessors and permitted substitutes or assigns.

w		A reference to writing includes a facsimile transmission and any means of reproducing wordsin a tangible and permanently visible form.

w		Mentioning anything after *including, includes* or *including* or after examples does not limitwhat else might be included.

w		A reference to conduct includes an omission, statement or undertaking, whether or not inwriting.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

SCHEDULE 2

SCHEDULE OF REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

Terms used in this Schedule are defined and will be interpreted on the basis set out in Schedule 1of the attached Master Lease Agreement or a Lease unless the context requires otherwise.

1. REPRESENTATIONS AND WARRANTIES

The Lessee represents and warrants as follows.

(a)		(Status) It is incorporated in the place stated by it. Each Bank Document is its bindingobligation enforceable against it, and does not breach any document or agreement binding on itor any law.

(b)		(Authority) It has full power and authority to enter into and perform the Bank Documents andProject Documents to which it is a party. No further corporate action is necessary for it tobe bound under any Bank Document. Each person held out in a verification certificateattached to a Bank Document or other document signed by a secretary or director as having thatauthority, is authorised to sign a drawdown or other notice on its behalf.

(c)		(Information) All information provided to Westpac or the Arranger in respect of the BankDocuments and to the insurers in respect of the PRI Policy by or on behalf of it or HGMC istrue in all material respects and is not by omission or otherwise misleading or deceptive inany material respect. It has disclosed to Westpac and the Arranger everything known to itmaterial to Westpac’s entry into the Master Lease Agreement and the Leases. It hasdisclosed to the insurers under the PRI Policy everything known to it material to eachinsurer’s entry into the PRI Policy.

(d)		(Accounts) Its and HGMC’s most recent consolidated and unconsolidated accounts give a trueand fair view under generally accepted accounting principles. There has been no materialadverse change since the period they cover. They disclose all material Finance Debt andmaterial contingent liabilities.

(e)		(Litigation) No litigation, tax claim, dispute or other proceeding is current or, to itsknowledge, threatened which may have a Material Adverse Effect.

(f)		(No trustee) It is not a trustee of any trust, except for any implied constructive orresulting trust which arises under its ordinary course of business.

(g)		(No default) There is no subsisting Event of Default, or event which with time or notice orboth would become an Event of Default.

(h)		(Environment Law) There is and has been nothing relating to it or its business or assetswhich under any Environmental Law has given rise or may give rise to substantial expenditureby it, a substantial claim against it or a requirement that it cease or substantially altera material activity.

(i)		(Taxes) It has paid all taxes payable by it, expect where it is disputing the taxes ingood faith where it has set aside sufficient reserves to pay such tax and failure to paysuch taxes will not have a Material Adverse Effect.

(j)		(Authorisation) It has in place all Authorisations necessary or advisable in connectionwith the execution and performance on the Bank Documents and the Project Documents and theconduct of the Project.

(k)		(Project Documents) All Project Documents are valid and binding, it is complying withtheir terms, it has not received any notice or claim by any other party of a materialbreach, or threatening termination or rescission.

(I)		(Compliance of Project) The Project as conducted, and as contemplated, complies materiallywith all applicable laws (including Environmental Laws), and with World Bank Guidelines andwith the requirements of all relevant Authorisations and the Project Documents.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

(m)		(Subsidiaries) It has no Subsidiaries.

(n)		(Solvency) No Event of Insolvency (as defined in the Sell Back Option) has occurred inrelation to it.

(o)		(Insurance) It has obtained insurance in accordance with the terms of Clause 6.7 of Schedule3.

(p)		(Material Adverse Effect) Nothing has occurred which has or is likely to have a MaterialAdverse Effect.

(q)		(Security) There is no Security Interest over any of its assets other than the ProjectCharge and liens arising by operation of law.

(r)		(Use of proceeds) All proceeds of each drawdown of any part of the Funded Amount are to beused or have been used (as applicable) to acquire the relevant item of Equipment.

(s)		(Transactions permitted) The execution and performance by it of the Bank Documents to whichit is expressed to be a party and each transaction contemplated under those documents did notand will not violate in any respect a provision of:

	(i)		a law or treaty or a judgment, ruling, order or decree of a GovernmentalAgency binding on it;

	(ii)		its constitution or other constituent documents; or

	(iii)		any other document or agreement which is binding on it or its assets,

and, except as provided by the Bank Documents, did not and will not:

	(iv)		create or impose a Security Interest on any of its assets; or

	(v)		allow a person to accelerate or cancel an obligation with respect to FinanceDebt, or constitute an event of default, cancellation event, prepayment event orsimilar event (whatever called) under an agreement relating to Finance Debt, whetherimmediately or after notice or lapse of time or both.

(t)

(Investment Promotion Act) The Lessee holds a current certificate under the InvestmentPromotion Act 1992 (PNG) and the activities it is conducting in respect of the Project and theBank Documents and the Project Documents are consistent with this certificate.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

UNDERTAKINGS

The Lessee undertakes as follows unless Westpac gives written consent otherwise.

(a)

(Information) It will provide the following:

	(i)		promptly after the end of each financial year (but not longer than 120 daysthereafter), copies of its consolidated and unconsolidated audited annual balancesheet, cashflow statements and profit and loss statement certified by an AuthorisedOfficer of the Lessee, together with a certificate of the company signed by twodirectors certifying as to whether an Event of Default subsists and that itsrepresentations are true;

	(ii)		promptly after each calendar quarter (but not longer than 45 days thereafter),copies of its quarterly management accounts;

	(iii)		promptly after each month in a form to be agreed with the Lessor, and in anyevent within 20 days of the end of that month, copies of the monthly managementoperating report for the month;

	(iv)		within 14 days of receipt each year, copies of:

	(A)		the Certificates of Currency for all insurances including the PRI Policy; and

	(B)		the annual certificate and other supporting documentationprovided by the Contractor under clause S34.2 of the Maintenance Contract,accompanied by a certificate of the company signed by two directors confirmingthe contents of the certificate and other supporting documentation;

	(v)		promptly, details of any substantial dispute between it and a GovernmentalAgency, or a proposal by a Governmental Agency to compulsorily acquire all or asubstantial part of its assets;

	(vi)		promptly following receipt, copies of each Handover Certificate;

	(vii)		promptly, notice of any dispute with another party to a Project Document, anymaterial breach of a Project Document by any party, any allegation of a materialbreach, any communication threatening or foreshadowing a possible termination,rescission or acceptance of a repudiation of a Project Document or any amendment to orvariation of a Project Document;

	(viii)		immediately, notice and written particulars of any failure to maintain the Equipmentin accordance with the requirements of the Sell Back Option and/or non-compliance withthose requirements;

	(ix)		promptly, notice of any event of default or potential event of default(howsoever described) under the Project Loan Agreement;

	(x)		promptly, notice and written particulars of any litigation, arbitration, taxclaim, dispute or administrative or other proceeding in relation to it involving aclaim or series of claims exceeding US$1,000,000 or its equivalent or which mayotherwise have a Material Adverse Effect; and

	(xi)		promptly, any other information reasonably requested by Westpac (includinginformation relating to the financial condition, operations and business of theLessee).

		Any account or statement provided to Westpac by the Lessee must give a true and fair viewand be prepared in accordance with applicable laws and generally accepted accountingprinciples consistently applied.

(b)		(Notice of Default) It will notify Westpac as soon as it becomes aware of any Event ofDefault, or any other event which with time or notice or both would become an Event of Default(including any breach of a Bank Document).

(c)		(Assets) It will not dispose of all or any material part of its assets or an interest inthem or agree or attempt to do so (whether in one or more related or unrelated transaction).

Morobe Consolidated Goldfields Limited — Master Lease Agreement

(d)		(Authorisations) It will keep in force and comply with all Authorisations required inrelation to the performance and enforceability of the Bank Documents, the ProjectDocuments and in relation to the Project.

(e)		(Compliance with law) It will comply with all laws binding on it where failure to do so mayhave a Material Adverse Effect.

(f)		(Compliance with Project Documents) It will comply in all material respects with all ProjectDocuments.

(g)		(No variation or termination of Project Documents) It will keep the Project Documents infull force and effect. Except with the prior written consent of Westpac (not to beunreasonably withheld), it will not:

	(i)		amend or vary or consent to any amendment or variation of a Project Document,provided that this undertaking shall not apply to any amendment or variation of theMemorandum of Agreement, Mining Lease or Mining Easement where such amendment orvariation is initiated by a Government Agency;

	(ii)		avoid, release, surrender, repudiate, terminate, rescind, discharge (otherthan by performance) or accept the termination, rescission or repudiation of a ProjectDocument; or

	(iii)		expressly or impliedly waive, or extend or grant any time or indulgence inrespect of, any provision of a Project Document.

(h)		(Enforcement of Project Documents) It will enforce each Project Document to which it is aparty and exercise its rights, authorities and discretions under those documents prudentlyand while an Event of Default or event which with notice or time or both would become anEvent of Default subsists, in accordance with the directions (if any) of the Lender.

(i)		(World Bank Guidelines) It will comply with the World Bank Guidelines in relation to theProject and the Equipment.

(j)		(Change of business) It will not substantially change the nature of the business orbusinesses carried on by it as a whole. It will not take any action which would have thateffect, whether by disposal, acquisition or otherwise.

(k)		(Arms length dealings) It will not deal with any other party except at arms length for fullcommercial consideration in the ordinary course of business.

(I)		(Insurance) It will keep in force insurance in accordance with clause 6.7 of schedule 3.

(m)		(Environmental Law) It will maintain procedures which in the opinion of Westpac are adequateto monitor its compliance with Environmental Laws, the World Bank Guidelines or anyAuthorisation under any of those laws, and circumstances which may give rise to a claim or arequirement of substantial expenditure by it.

		It will promptly remedy any material breaches or circumstances referred to above.

(n)		(Negative Pledge) It will not grant or permit to subsist any Security Interest overany of its assets except:

	(i)		liens arising by operation of law, where the amounts secured by the lien ispaid when due, except where it is disputed in good faith and sufficient reserveshave been set aside to make payment of the disputed amount;

	(ii)		the Project Charge provided that immediately after execution of the ProjectCharge the Lessee will provide a certified copy of it to Westpac; or

	(iii)		any other Security Interest described in annexure J of the Project LoanAgreement provided that:

(A)

prior to the date of creation of the relevant SecurityInterest, Westpac has consented to the terms of the instrument creating theSecurity Interest in respect of which:

(1)

such consent may not be unreasonablywithheld other than as set out in sub-paragraph (2); and

MorobeConsolidated Goldfields Limited — Master Lease Agreement

(2)

such consent may be withheld if, in the reasonable opinion ofWestpac, such creation or existence of the relevant Security Interestwould adversely affect a right or interest of Westpac in respect ofthe Equipment or its rights under the Bank Documents, the SupplyContract or the Maintenance Contract or the ability of the Lessee toperform its obligations under those documents in any material respect;and

(B)

the Lessee has or will immediately after execution ofthe instrument referred to in paragraph (A) provide a certified copy of itto Westpac.

(o)		(Title Retention) It will not enter into an agreement with respect to the acquisitionof assets on title retention terms expect in the ordinary course of day-to-day trading.

(p)		(Sale and lease back) It will not sell or otherwise dispose of any of its assets to aperson were, under the terms of that sale or disposal, or under a related transaction, thatasset is or may be leased to it or any related Entity.

(q)		(Security Deposit) It will not deposit or lend money on terms that it will not berepaid until its or another person’s obligations or indebtedness are performed or discharged.It will not deposit money with or lend money to a person (other than Westpac) to whom it is,or is likely to become, actually or contingently indebted.

(r)		(Project Revenue)

	(i)		It will ensure that all revenue of the Project, including all amountspayable in relation to the sale of gold and other product of the Project and allamounts payable to it under any hedges, are paid directly into the Proceeds Account. Itwill give to all buyers and all counterparties to hedge contracts, directions necessaryfor them to make payment to the Proceeds Account directly.

	(ii)		If the Lessee enters into any agreement relating to Finance Debt whichin any way regulates the order of payment out of the Proceeds Account or any otheraccount, it will ensure that rent, fees and all other amounts under the Leases and theMaster Lease Agreement is included as operating expenditure and will not rank behindany other expenditure or payment until the date that Westpac issues a notice to theLessee terminating this Agreement following an Event of Default.

(s)		(Prudent operator, good operating practice) It will ensure that the Project isconstructed, operated and maintained in accordance with all applicable laws andAuthorisations, the Project Documents and with the degree of skill, diligence, prudence,foresight and operating practice which would reasonably and ordinarily be expected from areasonable and prudent operator of the same type of undertaking as the Project.

(t)		(Hedging) The Lessee shall not adopt any hedging policy without the prior writtenagreement of Westpac provided that Westpac’s agreement will not be unreasonably withheld;provided that Westpac may withhold its agreement if the implementation of and compliance withthe hedging policy proposed by the Lessee has or is likely to have (in the opinion of Westpac)a material adverse impact on the Project economics as evidenced by the Financial Model and themine plan provided as a condition precedent under clause 1.2.1.2.

(u)		(Inspection) The Lessor or persons authorised by it may at any time on reasonablenotice inspect and require the provision of copies of the books and records, and inspect thepremises, of the Lessee. The Lessee will do everything in its power to assist that inspectionand provide those copies and will ensure that its officers and employees do that same.

(v)		(PRI Policy) It will comply with the terms of the PRI Policy and do everythingnecessary to maintain the PRI Policy (or an equivalent policy acceptable to the Arranger andWestpac) in full force and effect until the Expiry Date. It will not do or permit anythingwhich would prejudice the PRI Policy including anything which would allow any insurer toreduce or deny cover or terminate the PRI Policy before the Expiry Date.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

(w)		(Sell Back Option) It will maintain the Equipment in accordance with the requirements forrepurchase under the Sell Back Option, without any reduction on the Sell Back Price (asdefined in the Sell Back Option). It will comply with all the terms of the Sell Back Option,including in relation to decommissioning and delivery of Equipment and related title andother documentation. It will ensure that it retains in good condition all documentationrequired to be provided under the Sell Back Option.

(x)		(Finance Debt) It will not incur any Finance Debt except:

	(i)		under the Project Loan Agreement provided that the Lessee has (or willimmediately after execution of the Project Loan Agreement) provided a certified copyof it to Westpac;

	(ii)		shareholder loans provided that such shareholder loans shall not exceed theapplicable PNG “thin capitalization” limit in effect as at the date of this Agreement(being a debt to equity ratio of 3:1) and are subordinated to the Finance Debt underthis Agreement on terms acceptable to Westpac; or

	(iii)		Finance Debt contemplated in the Project Loan Agreement but secured by theLessee under an alternative funding arrangement on commercial terms substantially thesame as the Project Loan Agreement or otherwise acceptable to Westpac, provided thatthe financier of that Finance Debt has entered into intercreditor arrangements onterms the same as the Intercreditor Deed or otherwise acceptable to Westpac andprovided that the aggregate of Finance Debt under the Project Loan Agreement and allof the said alternative funding arrangements does not exceed the Finance Debtcontemplated in the Project Loan Agreement.

(y)		(Financial accommodation) It will not advance money or provide financial accommodation, orgive a Guarantee or a Security Interest, in connection with an obligation of another personother than the Project Charge or liens arising by operation of law.

(z)		(Accounts) It will keep proper books of account that give a fair view of its financialcondition and state of affairs.

(aa)		(Conditions Subsequent) It will deliver to Westpac:

	(i)		within 6 months of the date of the Master Lease Agreement (or such longerperiod as Westpac and the Lessee may agree) a certified copy of the Mining Easement;and

	(ii)		within 6 weeks of the date of the Master Lease Agreement (or such longerperiod as Westpac and the Lessee may agree) a certified copy of the Project LoanAgreement and the Project Charge.

(bb)

(Proceeds Account) On or before the earlier of 31 October 2008 and the date any revenues arereceived by the Lessee in respect of sales of mineral produced from the Project, it willestablish in its name the Proceeds Account and maintain the Proceeds Account until the ExpiryDate (or such earlier date that the Principal Outstanding and all other amounts owing by theLessee to Westpac under the Master Lease Agreement are satisfied in full).

Morobe Consolidated GoldfieldsLimited — Master Lease Agreement

3. EVENTS OF DEFAULT

Each of the followingis an Event of Default except as stated below.

(a)		(Obligations under transaction documents) The Lessee fails to comply with any obligation inany Bank Document (including the non-payment of any amount owing to Westpac under any BankDocument).

(b)		(Misrepresentation) A representation or statement by or on behalf of the Lessee in a BankDocument, or in a document provided under it, is misleading in a material respect.

(c)		(Cross Default)

	(i)		Finance Debt of the Lessee is not paid when due (or within an applicable graceperiod) or becomes due, or capable of being called due, in advance of its statedmaturity (except as a result of the exercise of a prepayment right in the absence ofdefault); or

	(ii)		an event of default (how so ever described) occurs under any other document towhich the Lessee is a party.

(d)		(Winding up) An application or order is made, or a resolution is passed or proposed in anotice of meeting, or other applicable steps taken, for the winding up,statutory management or administration of the Lessee or any analogous process, or anarrangement or composition with its creditors or a class of them.

(e)		(Enforcement against assets) A receiver, receiver and manager, administrator or similarofficer is appointed over the Lessee or any of its assets. A Security Interest is enforced, ordistress or other execution threatened or levied, against any asset of the Lessee.

(f)		(Reduction of capital) The Lessee reduces its capital, cancels its uncalled capital or buysback its shares.

(g)		(Insolvency) The Lessee is insolvent or is deemed or presumed insolvent under any applicablelaw. The Lessee ceases or threatens to cease carrying on its business or paying its debts.

(h)		(Event of Insolvency) An Event of Insolvency occurs (as defined in the Sell Back Option).

(i)		(Documents) All or a material part of a Bank Document or a Project Document is for anyreason terminated, discharged, avoided, repudiated or rescinded or of no force or effect orof limited force or effect. The Lessee alleges that it is so.

(j)		(Investigation) An investigation or any other form of inquiry is instituted under theCorporations Act 2001 (Cth), the Companies Act 1997 (PNG) or similar legislation into theaffairs of the Lessee which in the reasonable opinion of Westpac may have a Material AdverseEffect.

(k)		(Revocation of Authorisation) An Authorisation which is material to the business of theLessee, the Project or performance by the Lessee of its obligations under the Bank Documentsceases to have effect and is not replaced by another Authorisation acceptable to Westpac.

(I)		(Ceasing business) The Lessee ceases to carry on business.

(m)		(Control) Without the prior written consent of Westpac (not to be unreasonably withheld):

	(i)		the Lessee ceases to be directly or indirectly wholly and beneficially ownedby HGMC provided that HGMC may, through its relevant Subsidiaries, procure and/or theLessee may transfer to the Provincial Government of Morobe and/or the Landowners (asdefined in the Mining Development Agreement) up to 5% of the issued share capital inthe Lessee in accordance with the provisions of the Mining Development Agreement;

	(ii)		the Project Lender ceases to be directly or indirectly wholly andbeneficially owned by HGMC; or

	(iii)		in the opinion of Westpac there is a substantial change in the ownership,management or control of HGMC.

MorobeConsolidated Goldfields Limited — Master Lease Agreement

	(n)		(Compulsory Acquisition) Any Equipment or all or a material part of the Project or theassets of the Lessee are acquired by any Governmental Agency or otherwise expropriated.

	(o)		(Abandonment) The Project is abandoned, or put on an care and maintenance basis.

	(p)		(World Bank Environmental Standards) The Lessee fails to comply with World Bank Guidelinesfor a continuous period of 30 days or more.

	(q)		(Insurance) Any insurance required to be maintained in relation to the Equipment or theProject (including the PRI Policy), is terminated or expires without renewal prior to theExpiry Date or is materially or adversely reduced or otherwise prejudiced, or (withoutlimiting the foregoing) an insurer denies or materially reduces cover, or is entitled toterminate or avoid the policy, or to deny cover.

	(r)		(Analogous events) Anything analogous to anything referred to in paragraphs (d) to (h)inclusive or which has substantially the same effect in any jurisdiction occurs with respectto the Lessee.

	(s)		(Conditions Subsequent) The Lessee fails to comply with its undertakings in paragraph (aa)of Schedule 2, part 2.

	(t)		(Mining Easement) The Mining Advisory Council of Papua New Guinea or the Ministerresponsible for mining in Papua New Guinea makes a final and conclusive determination not togrant the Mining Easement either in the form of the Mining Easement Application or in suchother form as may be acceptable to the Lessee and agreed by Westpac (acting reasonably).

	(u)		(Material Adverse Change) There are any other circumstances including a material adversechange to the business assets or financial condition of the Lessee which may in the opinionof Westpac have a Material Adverse Effect.

MorobeConsolidated Goldfields Limited — Master Lease Agreement

SCHEDULE 3

SCHEDULE OF LEASE TERMS

1. DEFINITIONS AND INTERPRETATION

The definitions and principles of interpretation in Schedule 1 to the Master Lease Agreement or therelevant Lease apply to this Schedule unless the context requires otherwise.

2. REPRESENTATIONS AND UNDERTAKINGS

The Lessee makes the representations and warranties and gives the undertakings in Schedule 2 to theMaster Lease Agreement.

3. COMMENCEMENT OF LEASE

This Lease will commence on the commencement date stated in the Details Schedule.

4. DELIVERY, TITLE, LOCATION OF EQUIPMENT AND ASSIGNMENT

4.1

(Deliver): The Lessee will take delivery of the Equipment on Westpac’s behalf at theLessee’s cost and risk of delay. The taking of delivery by execution by both the Lessee andthe Contractor of the Handover Certificate in accordance with the terms of the SupplyContract is:

	(a)		an acceptance of delivery by Westpac; and

	(b)		conclusive proof, as between the parties, that the Equipment has beeninspected by the Lessee and is satisfactory to the Lessee.

4.2		(*Lessee’s risk*): The Lessee accepts all risk of the non-existence or non-delivery of theEquipment, any defect in the Equipment, their conformity to any description, any defects inWestpac’s title to them and their quality, merchantability, suitability, fitness andcondition. The Lessee must satisfy itself as to these matters. Westpac has no obligation orliability in connection with the delivery or acceptance of any item of Equipment.

4.3		(*Property of owner*):

	(a)		The Lessee acknowledges that, following the assignment in accordance withclause 4.6 of this Lease, the Equipment is and will remain Westpac’s sole property.

	(b)		The Lessee will take all steps necessary or reasonably required by Westpac topreserve Westpac’s rights and title to the Equipment.

4.4

(Location of Equipment): The Lessee will keep the Equipment:

	(a)		in the Lessee’s sole possession, except pursuant to the Maintenance Contractwhen the relevant item of Equipment will be in the possession of the Contractor; and,

	(b)		unless the Equipment is normally mobile (for example, a motor vehicle, shipor plane), at the Premises stated in the Details Schedule or, if no Premises arestated, in a safe and proper place notified to Westpac by the Lessee (or any otherplaces approved in writing by Westpac).

Morobe Consolidated GoldfieldsLimited — Master Lease Agreement

4.5

(Leased or Mortgaged Premises):

(a)

Where the Equipment is to be installed or used in any Premises orplaces:

	(i)		that are not owned by the Lessee; or

	(ii)		subject to any Security Interest, lease, sub-lease or otherinterest, the Lessee must:

	(A)		first deliver to Westpac a written acknowledgment executed byeach person having any interest in the Premises or places (whether as owner,mortgagee, lessor, sub-lessor or otherwise) that:

	(1)		the Equipment is and will remain the property of Westpac; and

	(2)		Westpac may enter those Premises orplaces and remove the Equipment;

	(B)		take all steps necessary to preserve Westpac’s rights andtitle to the Equipment; and,

	(C)		pay the rents, rates, taxes, charges and impositions payable inrespect of the Premises or places where the Equipment is located and all amountspayable under any Security Interest, lease, sub-lease or other interest inrelation to such Premises or places.

(b)

The Lessee must not create or permit any Security Interest over the Premises orplace where the Equipment is located unless the Lessee has first delivered to Westpacan acknowledgment by the security holder in accordance with paragraph (a)(A) above.

4.6		(*Assignment*):

		The provisions of the Deed of Assignment apply in respect of Equipment the subject of thisLease.

5.		PAYMENTS

5.1		(*manner of payment*): The Lessee will pay the Rent Instalments, the Casualty andTermination Value, the Residual Value and all other money payable by the Lessee under thisLease:

	(a)		as set out in the Details Schedule or elsewhere in this Lease;

	(b)		without any set-off, withholding or deduction;

	(c)		to Westpac at the address stated in the Details Schedule or at any otheraddress Westpac notifies the Lessee in writing from time to time; and

	(d)		with any applicable GST or similar tax.

5.2

(obligations unconditional):

	(a)		The Lessee’s obligations to pay the Rent Instalments, the Casualty andTermination Value, the Residual Value and all other amounts are absolute andunconditional.

	(b)		They will not be affected by anything which would otherwise affect them(including any defect in the Equipment, quality, fitness, suitability,merchantability or condition of the Equipment, conformity to any description, titleto the Equipment or the non-existence or destruction of the Equipment).

	(c)		The consideration for the Lessee’s obligations includes the payment of theFunded Amount by Westpac.

	(d)		Rent Instalments paid in advance are not refundable.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

5.3		(*Default interest*): Interest will accrue each day on each amount due but unpaid. The ratewill be the applicable Interest Rate for the Interim Interest Instalment or Term Instalment asthe case may be plus 2%. That interest accrues before and after any judgment. Unless it doesso more often, Westpac will be taken to have debited monthly the Lessee’s account with accruedinterest under this paragraph. That interest will then itself bear interest.

5.4		(*Stamp duty and government charges*): The Lessee will pay or reimburse Westpac for all stamp,transaction and other similar duties and charges in relation to this Lease and any security(including Guarantees) and any transaction under them. This includes financial institutionsduty, hiring arrangement duty and debits tax. The Lessee will also pay any fines andpenalties unless they result from a failure by Westpac to lodge a document for stamping insufficient time, having received from the Lessee the amount of stamp duty at least 7 daysbefore the due date.

5.5		(*Indemnities and expenses*): The Lessee will indemnify Westpac on demand against:

	(a)		loss or destruction of the Equipment or damage to the Equipment for any reason;and

	(b)		all liabilities, losses, damages, claims, proceedings (whether civil orcriminal), fines, penalties, costs (including legal costs on a full indemnity basis)and expenses which:

	(i)		are incurred by Westpac or made or claimed by any person at any time; and

	(ii)		in any way arise out of or relate to this Lease or theEquipment, its ownership, delivery, assembly, installation or use.

This includes those arising out of or relating to:

	(A)		death, injury or property damage;

	(B)		any failure to comply with any law or duty;

	(C)		any breach or Event of Default under this Lease or any Guarantee of this Lease;

	(D)		any actual or contemplated enforcement or exercise of rights or powers underthis Lease or a Guarantee of this Lease;

	(E)		any Environmental Law (including clean up and remediation costs);

	(F)		any dealing with the Equipment or steps taken with a view to dealing;

	(G)		equipment leasing arrangements in PNG which are reasonably required byWestpac; or

	(H)		any changes to the rates of tax depreciation or corporate taxation butnot (and each party shall bear its own costs and risks in respect of):

	(i)		denial and deductions due to characterisation of thetransaction (including the transaction being characterised as a lease fortaxation purposes); or

	(ii)		taxation on sale proceeds where such proceeds exceed the Residual Vale.

5.6

(Break costs): If:

	(a)		this Lease is terminated under Clause 9.1 or for any other reason other thana breach or default by Westpac;

	(b)		a Lease requested in a Drawdown Notice is not entered into for any reasonother than a breach or default by Westpac; or

	(c)		the relevant Equipment is not purchased on the anticipated Delivery Date forany reason other than a breach or default by Westpac,

the Lessee will indemnify Westpac on demand against any cost determined by Westpac as beingor to be incurred by reason of:

(i)

the liquidation or re-employment of deposits or other funds acquiredor contracted for by it to fund or maintain; or

MorobeConsolidated Goldfields Limited — Master Lease Agreement

(ii)

the termination or reversing of any agreement entered into by Westpacto fix, hedge or limit its effective cost of funding or maintaining,

		the purchase price, and delivery and commissioning cost, of the Equipment, its participationin this Lease or any amount (including loss of margin in connection with any hedgingarrangements).

5.7		(*Variation of Rent Instalments, Residual Value andCasualty and Termination Value*) Anyvariation or recalculation will be effective under clause 5.8 on notice from Westpac to theLessee.

5.8		(*Change In Margin*) Whenever the Margin changes Westpac will recalculate all RentInstalments payable after the Margin changes and the Casualty and Termination Value andpromptly notify the Lessee.

5.9		(*Indirectfax*):

	(a)		All payments to be made by the Lessee under any Bank Document are calculatedwithout regard to GST. If any such payment constitutes the consideration for the wholeor any part of a taxable supply by Westpac, the amount of that payment shall beincreased by an amount equal to the amount of GST which is chargeable in respect ofthe taxable supply in question. Such increase shall be made after taking into accountthe reduction of any costs resulting from the abolition or reduction of any taxes aspart of the introduction of the GST.

	(b)		If and to the extent that any payment or other consideration to be made orfurnished by Westpac to a person other than the Lessee pursuant to or inconnection with any Bank Document or the Equipment may be increased or added to byreference to (or as a result of any increase in the rate of) any GST for which Westpacis not entitled to receive and retain an input tax credit, the Lessee shall pay toWestpac on demand an amount equal to that increase or the value of that addition.

5.10

(PNGP Adjustment): If:

	(a)		the PNGP is more than the Estimated PNGP, on the Delivery Date the Lesseeshall pay to Westpac the amount of the difference in cash between an amount equal to 15% of the PNGP and an amount equal to 1 5% of the Estimated PNGP;

	(b)		the PNGP is less than the Estimated PNGP. with effect from the Delivery DateWestpac shall set off the difference in those amounts against amounts owing by theLessee under this Lease.

6.		THE LESSEE’S OBLIGATIONS RELATING TO EQUIPMENT

6.1		(*Compliance with laws and requirements*): The Lessee will comply with all laws andregistration or licensing requirements in relation to the Equipment or their use and with anyrequirements or conditions of their manufacturers’ or suppliers’ warranties.

6.2		(*Registration*): Where a relevant law requires Equipment to be registered (for example, ifthey are a motor vehicle, boat, ship or an aircraft):

	(a)		the Lessee will register them in the Lessee’s name as if the Lessee were theowner, unless directed otherwise by Westpac; and

	(b)		when it returns the Equipment to Westpac, the Lessee willimmediately do everything necessary to have the Equipment registered in Westpac’sname or as Westpac directs.

6.3

(Use): The Lessee will ensure the Equipment is used properly, safely and without risk tohealth.

MorobeConsolidated Goldfields Limited — Master Lease Agreement

6.4		(*Repair and maintenance*): The Lessee will at its cost keep or maintain the Equipment in goodrepair and condition, subject to fair wear and tear and in accordance with the standardsprescribed in the Maintenance Contract and the Sell Back Option. The Lessee will furnish allproper parts and accessories for this purpose. The Lessee will comply with the terms of theMaintenance Contract and the Sell Back Option. The Lessee will not terminate, or amend, varyor waive any provision of, the Maintenance Contract without the prior written consent ofWestpac.

6.5		(*Alterations*):

(a)

The Lessee will not:

	(i)		make any alterations, improvements or additions to the Equipment;or

	(ii)		install anything on or in the Equipment,

			except in compliance with this Lease, with clause S15.1 of the MaintenanceContract or with the consent of Westpac.

	(b)		Everything installed on or in the Equipment will be part of the Equipment andWestpac’s property. This includes all parts and accessories.

6.6

(Inspection):

	(a)		The Lessee will permit Westpac to inspect or test the Equipment at any time.

	(b)		The Lessee will ensure Westpac has access to any Premises or places where theEquipment may be.

6.7

(Insurance):

(a)

The Lessee will:

	(i)		at its cost keep in force insurance for its business andassets as would a prudent business of its size conducting its business andassets;

	(ii)		at its cost insure the Equipment (including against loss ordamage) and keep them insured to their full insurable value (as definedbelow); and

	(iii)		take out other insurance with respect to the Equipment against:

	(A)		the usual risks (including, where appropriate,third party and all risks required by law); and

	(B)		all other risks which Westpac requires,

	(iv)		procure that there is in place at all times up to the ExpiryDate a political risks insurance policy,

			in the manner, to the extent and on terms that are satisfactory to Westpac.

(b)

Each insurance policy must:

	(i)		be in Westpac’s name (or if Westpac agrees, in the names ofthe Lessee and Westpac as co-insured) with reputable insurers approved byWestpac (that approval not to be unreasonably withheld); and

	(ii)		provide that to the extent that the policy covers the interestof Westpac, the insurer will not refuse or reduce a claim or cancel or avoidthe policy except where the right to do so results from the fraud of Westpac.

	(c)		The Lessee will produce to Westpac certificates of currency at Westpac’s request.

	(d)		The Lessee will ensure that all information provided to the insurers inrespect of any insurance policy under this clause (including the PRI Policy) by or onbehalf of it or HGMC is true in all material respects and is not by omission orotherwise misleading or deceptive in any material respect. The Lessee will discloseto the insurers under any insurance policy under this clause (including the PRIPolicy) everything known to it material to each insurer’s entry into the relevantpolicy.

MorobeConsolidated Goldfields Limited — Master Lease Agreement

	(e)		The Lessee will not do or permit anything to be done which may prejudice anyinsurance policy under this clause (including the PRI Policy). The Lessee will not omitto do anything if the omission may prejudice it.

	(f)		The Lessee will do everything necessary to enable Westpac to collect any moneyunder any insurance policy under this clause (including the PRI Policy).

	(g)		The full insurable value of Equipment at any date means the greaterof:

	(i)		the full market value of the Equipment; and

	(ii)		the full replacement or reinstatement value of the Equipment.

	(h)		Westpac may appoint an expert adviser to review and make recommendations inrelation to all insurance matters.

	(i)		The Lessee will procure that if the PRI Policy expires prior to the ExpiryDate suitable replacement political risk insurance acceptable to Westpac will be putin place.

	(j)		Costs associated with insurance are for the account of the Lessee.

6.8

(Dealing with Equipment):The Lessee will not:

	(a)		sell or assign;

	(b)		lend, let on lease or otherwise part with possession of; or

	(c)		create or permit any Security Interest over,

		any of the Equipment or the Lessee’s interest in them or in this Lease, or purport orattempt to do so, without Westpac’s prior written consent.

6.9		(Sell Back Option) The Lessee will ensure that at all times the Equipment satisfies therequirements for repurchase under the Sell Back Option without any reduction in the Sell BackPrice (as defined in the Sell Back Option). Without limitation, it will maintain theEquipment so that at all times its condition satisfies the requirements of the Sell BackOption. The Lessee will comply with the Sell Back Option.

7.		LOSS AND RISK OF EQUIPMENT

7.1		*(Total loss or damage):* If any of the Equipment (the LostEquipment):

	(i)		is lost, stolen, destroyed or damaged beyond repair; and

	(ii)		is treated by the insurer as a total loss; or

	(iii)		is requisitioned or resumed;

the following will apply.

	(a)		The Lessee will immediately notify Westpac.

	(b)		Westpac shall calculate and demand from the Lessee the aggregate of theCasualty and Termination Value of the Lost Equipment at the date of demand, all RentInstalments accrued up to the date of demand but not paid and any amount payable underclause 5.5 or 5.6 up to the date of demand less any money Westpac has received fromthe insurer or any other person because the Equipment became Lost Equipment, afterdeducting any tax payable or accountable for by Westpac in respect of or by referenceto the amount so received, including GST.

	(c)		The Lessee will pay the amount in paragraph (b) to Westpac on demand and theLease will terminate in respect of the Lost Equipment upon payment.

	(d)		The Lease of the remaining Equipment will continue. As from the day after thedate of demand under paragraph (b) the Rent Instalments will be reduced by the

MorobeConsolidated Goldfields Limited — Master Lease Agreement

			proportion which the cost of the Lost Equipment bears to the amount of the Cost ofEquipment stated in the Details Schedule (as determined by Westpac).

	(e)		The Residual Value will be reduced by the proportion of the Residual Valueequal to the proportion which the cost of the Lost Equipment bears to the amount of theCost of Equipment stated in the Details Schedule (as determined by Westpac).

	(f)		If following a payment under clause 7.1(b), Westpac subsequently receives anymoney from the insurer or any other person because the Equipment became Lost Equipmentand such money had not been taken into account in the calculation of the amountdemanded under paragraph (b), it shall, if its has received payment from the Lesseeunder clause 7.1(b), pay the money received to the Lessee as soon as practicable afterdeducting from such amount any tax payable or accountable for by Westpac in respect ofor by reference to the amount so received, including GST.

7.2		(Partial Damage) If any of the Equipment fails to meet the return conditions set out in theSell Back Option, the Lessee will immediately notify Westpac. If such failure is notremedied to Westpac’s satisfaction within 15 days of such failure (or such longer periodagreed between the Lessee and Westpac), the relevant Equipment shall be deemed to be LostEquipment and the provisions of clause 7.1(b) to (f) inclusive will apply.

7.3		(*Risks*): The Lessee assumes all risks and liabilities for the Equipment and their use,maintenance, repair and storage.

8.		WARRANTIES

8.1		*(Exclusion of warranties):*As between the parties, to the full extent permitted by law thefollowing apply:

(a)

Westpac gives no condition, warranty or representation as to:

	(i)		the Equipment (including the design, capacity, age, existence,location, quality, description, condition, use or ownership of the Equipmentor their merchantability, suitability or fitness); or

	(ii)		the taxation and financial consequences of this Lease.

None will be implied.

(b)

Before requesting Westpac to acquire the Equipment, and before entering intothis Lease, the Lessee must:

	(i)		satisfy itself as to the above issues;

	(ii)		make arrangements for maintaining the Equipment; and

	(iii)		obtain from the manufacturer or supplier of the Equipment anywarranties and conditions contemplated in the Supply Contract which Westpacrequires.

	(c)		To the extent that Westpac’s liability cannot be excluded, that liability islimited to replacement or repair of the relevant Equipment, supply of equivalentEquipment or payment of the cost of doing so, at Westpac’s option.

			In the case of any replacement of the relevant Equipment or any supply of equivalentEquipment, the Lessee agrees to enter into a new Lease reasonably requested byWestpac for this purpose.

8.2

(Warranties by Lessee):

(a)

The Lessee warrants and represents that:

(i)

the Premises or places at which the Equipment is to be keptare free from any Security Interest except those (if any) stated in theDetails Schedule; and

Morobe Consolidated Goldfields Limited — Master Lease Agreement

(ii)

it is leasing the Equipment for use by it for the purpose of abusiness which the Lessee carries on (whether or not together with any otherperson) and the whole or the greater part of the amount payable under thisLease is or is expected to be a loss or outgoing necessarily incurred incarrying on that business.

(b)

This representation and warranty is deemed to be repeated by the Lessee toWestpac on the date of each Lease as if made then in respect of the facts andcircumstances then subsisting.

8.3		*(Assignment of warranties):* So far as it is legally possible, on request by the Lessee,Westpac will assign to the Lessee the benefit of any condition or warranty given by themanufacturer or supplier of the Equipment under the Supply Contract or the MaintenanceContract. The Lessee will re-assign them to Westpac or a third party nominated by Westpac ontermination of this Lease.

9.		TERMINATION

9.1		(Termination):

	(a)		At any time while an Event of Default is subsisting, Westpac may terminatethis Lease by notice to the Lessee.

	(b)		The Lessee may terminate this Lease by providing a notice to Westpac for allitems of Equipment under all Leases. The notice must be provided to Westpac within 30days of the proposed termination date and be irrevocable.

	(c)		If the Lessee fails to provide to Westpac a Handover Certificate for therelevant item of Equipment within 3 months of the Shipping Date of the Lease (or suchother period agreed by Westpac) then Westpac may by notice to the Lessee terminatethis Lease.

9.2

(Payments on early termination):

(a)

In order to predetermine its liability, on early termination of this Leaseunder clause 9.1 or 9.6, the Lessee will pay to Westpac an amount equal to the sum of:

	(i)		the amount of any Rent Instalments and other money thenpayable under this Lease;

	(ii)		the Casualty and Termination Value in respect of the Equipmentunder this Lease as at the date of such termination; and

	(iii)		any amount payable under clause 5.5 or 5.6. (provided that inrespect of early termination of this Lease arising as a result of a failure bythe Lessee to comply with paragraph (aa) of Schedule 2, part 2, amounts willonly be payable by the Lessee under clause 5.5 for liabilities, losses, costsor expenses incurred by Westpac which in any way relate to the Equipment orthe exercise of its rights in respect of the Equipment).

(b)

In the case of a termination following an Event of Default or breach of anessential term that amount will be liquidated damages. The Lessee acknowledges thatthat amount is a genuine pre-estimate of Westpac’s loss.

9.3		*(Payments on expiry):*

		Upon the expiry of this Lease on the Expiry Date the Lessee must pay to Westpac theResidual Value of the Equipment and any other amounts then outstanding under this Lease.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

9.4

(Return of Equipment on termination of Lease):

(a)

The Lessee will at its expense within 14 days of termination or expiry of thisLease return the Equipment:

	(i)		in a condition consistent with the performance of the Lessee’sobligations under this Lease (and in particular complying with the Sell BackOption); and

	(ii)		to Westpac at Westpac’s address stated in the Details Scheduleor at any other address specified by Westpac,

			unless (in the case of expiry of this Lease) Westpac has before such expiry agreedin writing to an extension of this Lease.

	(b)		Unless otherwise agreed in writing, any extension or holding-over of this Leasewill be at the Rent Instalments and upon the terms of this Lease including the termsrelating to the Residual Value. Any such extension or holding-over will continue untilterminated by either party giving one month’s written notice to the other expiring atany time.

	(c)		Westpac may repossess any item of Equipment if it is not returned whenrequired. For that purpose Westpac or its representative may enter any place where theEquipment is or it suspects it is and for such purpose may break open any gate, door orfastening and detach and dismantle the Equipment from the Premises.

9.5

(Sale of Equipment on termination or expiry):

(a)

If any of the Equipment comes into Westpac’s possession following expiry ortermination of this Lease under clause 9.1 or clause 9.6 or on expiry of this Lease,Westpac shall either

	(i)		exercise its rights under the Sell Back Option (if it isentitled to do so under the terms of the Sell Back Option); or

	(ii)		submit the Equipment the subject of this Lease for sale on an“as is, where is” basis by public auction without reserve or by private treatyor tender, provided that Westpac shall give the Lessee not less than 60 daysprior written notice thereof. The Lessee shall nominate the time and place ofthe sale unless an Event of Default has occurred, in which case the time andplace will be selected by Westpac. This may, but need not, be an auctionwithout reserve. Westpac has no other duty as to when or how the sale must becarried out or as to the price achieved. Nothing in this paragraph (a) orparagraph (c) affects the obligation of the Lessee to return the Equipment asprovided under Clause 9.4(a).

(b)

If Westpac sells any of that equipment in accordance with clause 9.5(a)(ii),Westpac must pay to the Lessee an amount equal to the gross proceeds of such saleactually received by Westpac, less the sum of:

	(i)		all costs and expenses of and incidental to the sale (including any costs andexpenses incurred by Westpac in taking possession, storing, moving,repairing, registering and insuring the Equipment);

	(ii)		any duty ortax, and in particular GST, which Westpac incurs or for whichWestpac becomes liable or accountable upon the sale; and

	(iii)		any other amount then owing by the Lessee to Westpac (including anyunpaid Residual Value or Casualty and Termination Value and any amountpayable under clause 5.3, 5.5 or 5.6).

If the sum of (i), (ii) and (iii) exceeds the gross proceeds of sale actuallyreceived, the Lessee must pay Westpac on demand an amount equal to the excess.

MorobeConsolidated Goldfields Limited — Master Lease Agreement

(c)

If any of the Equipment:

	(i)		has not been returned to Westpac within 14 days of thetermination or expiry of this Lease; or

	(ii)		is returned to Westpac, but in Westpac’s opinion, it is notable to sell it within a reasonable time,

			then the value of that Equipment will be taken to be nil. Westpac will be taken tohave disposed of that Equipment for no consideration.

	(d)		The Lessee must pay Westpac on demand the amount of all costs and expensesassociated with any attempted sale of the Equipment under this Clause and any otheramount owing by the Lessee to Westpac.

	(e)		Unless Westpac specifies a longer period, three months from return will be areasonable time for the purposes of this paragraph.

9.6

(Essential terms):

(a)

The Lessee acknowledges that the following are essential terms of this Lease:

	(i)		the Lessee paying punctually when due all moneys payable by itunder this Lease;

	(ii)		the Lessee duly and punctually complying with its obligationsunder Schedule 2 and under Clauses 4.4, 5.1, 6.1, 6.3, 6.4, 6.5, 6.7, 6.8 and9.2;

	(iii)		the representations and warranties by the Lessee in thisLease (including Schedule 2); and

	(iv)		if the Lessee fails to comply with any of its obligationsunder this Lease (other than an obligation to pay moneys or an obligationreferred to in paragraph (ii)), the Lessee complying with that obligation orremedying that failure to Westpac’s satisfaction within 10 days of the earlierof notice from Westpac requiring it to comply with or remedy the same and theLessee becoming aware of the failure to comply.

(b)

Any breach of any of these essential terms will constitute a repudiation ofthis Lease by the Lessee entitling Westpac to exercise its rights under or inconnection with this Lease (including the right to terminate this Lease and to recoverthe moneys stipulated in Clause 9.2).

10.		GENERAL

10.1		*(Application of money — set off):* If the Lessee does not pay an amount when due, Westpacmay apply any money in any of the Lessee’s accounts (whether or not matured) in payment ofany amount payable by the Lessee under this Lease, but need not do so. For this purposeWestpac may convert currencies using its normal procedures.

10.2		*(Assignments):* Westpac may assign this Lease or any of its rights under it with the consentof the Lessee, such consent not to be unreasonably withheld. The Lessee may not assign it.

		Westpac may, without having to obtain the consent of the Lessee, assign, transfer,sub-participate or otherwise deal with all or any part of its rights under the BankDocuments to a trustee, company or other entity which is established for the purposes ofsecuritisation, or a funding vehicle for Westpac or its related entities.

		If an Event of Default is subsisting, the Lessee will be taken to have consented to anytransfer or assignment made by Westpac.

MorobeConsolidated Goldfields Limited — Master Lease Agreement

		Despite any other provision of any Bank Document, Westpac may at any time and from time totime novate all of its rights and obligations under any Bank Document to any company whichis a subsidiary of Westpac, or Westpac Banking Corporation or a subsidiary of WestpacBanking Corporation or to any permitted assignee under the preceding two paragraphs. By itsexecution of this Agreement, the Lessee irrevocably appoints Westpac as its agent toexecute on the Lessee’s behalf all documents necessary or in Westpac’s opinion desirable toeffect that novation.

10.3		*(Rights and powers separate):*

	(a)		Westpac can, but need not, do anything under this Lease at once or after a timeor more than once.

	(b)		Westpac can exercise all its other rights and powers it has under law even ifthey overlap with those in this Lease.

	(c)		If Westpac does not do something when it is able to, that does not mean it isgiving up that right and cannot do it later.

10.4		*(Power of attorney):* The Lessee appoints Westpac as its attorney. Westpac as attorney may doeverything which ought to be done by the Lessee under or in connection with this Lease orwhich Westpac can do under this Lease or any law. Westpac may sub-delegate this power to anyAuthorised Officer of Westpac. The Lessee may not revoke this power.

10.5		*(Remedy):* If the Lessee fails to comply with this Lease, Westpac may do anything to remedythe breach but need not do so.

10.6		*(Determination or certificate):* Any determination by Westpac or certificate byan Authorised Officer of Westpac will be sufficient evidence of the matter stated in it unlessthe contrary is proved.

10.7		*(Cost):* The Lessee will perform its obligations under this Lease at the Lessee’s cost.

10.8		*(Severability):* Any term of this Lease which is prohibited or unenforceable in anyjurisdiction will, in that jurisdiction, be ineffective to the extent of the prohibition orunenforceability. That will not invalidate the remaining terms of this Lease. It will notaffect that term in any other jurisdiction.

10.9		(Yield protection):

	(i)		Whenever Westpac determines that a Change in Law (as defined below) has theeffect of increasing its costs of funding or maintaining the Lease, or reducing itsreturn or amounts received in respect of the Lease then it will promptly notify theLessee, and the Lessee must pay Westpac the amount Westpac certifies is necessary tocompensate it. That certificate will include an outline of the calculation, and willbe conclusive and bind the Lessee in the absence of manifest error.

	(ii)		If the Lessee so requests, Westpac will negotiate in good faith with a viewto finding a means of minimising the effect of the Change in Law, but it is not adefence that the effect could have been avoided or minimised.

	(iii)		A “*Change in Law*” is the introduction of, or a change in, any law, officialdirective, ruling or request or a change in its interpretation. If it does not havethe force of law, it must be one with which responsible banks would comply. Itincludes any occurrence which is a Change in Law as described above and which relatesto capital adequacy, special deposit, liquidity, reserve, prime assets, tax orprudential requirements.

10.10

(Notices):

	(a)		Any notice, demand, statement, certificate or other communication by Westpacmay be given by any Authorised Officer or any attorney authorised to do so.

	(b)		Notices must be in writing, may be sent by facsimile, post or any other meansto the address or number set out in the Details Schedule or any other address ornumber notified to the sender by the recipient.

MorobeConsolidated Goldfields Limited — Master Lease Agreement

(c)

Notices will be taken to have been given, if delivered or left at thataddress on the date on which it is delivered or left.

10.11		*(Governing law and jurisdiction):* This Lease is governed by the laws of New South Wales. Theparties submit to the non-exclusive jurisdiction of the courts with jurisdiction there.

10.12		*(Confirmation):*

	(a)		The Lessee confirms that it has not entered into this Lease relying on, or as aresult of, any statement or conduct of any kind of or on behalf of Westpac, or WestpacBanking Corporation or any related body corporate of either of them (including anyadvice, warranty, representation or undertaking). In particular, it has obtained itsown tax advice.

	(b)		The Lessee acknowledges that none of Westpac, Westpac Banking Corporation andany related body corporate of Westpac or Westpac Banking Corporation is obliged to doanything (including disclose anything or give advice), except as expressly set out inthis Lease.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

SCHEDULE 4A

FORM OF VERIFICATION CERTIFICATE FOR LESSEE


TO:		Paul Crimmins

		Head of Relationship Banking

		Westpac Bank PNG Limited

HIDDEN VALLEY GOLD PROJECT MASTER LEASE AGREEMENT

I am a [secretary/director] of Morobe Consolidated Goldfields Limited (the Company).

Attached are true, complete and up-to-date copies of the following:

(a)		An extract of minutes of a meeting of directors of the Company authorising the execution ofthe Master Lease Agreement and the Intercreditor Deed and the entry into each Lease. [Majortransactions approval by special resolution under s 110 of the Companies Act 1997? (only ifapplicable-)]

(b)		A true and up-to-date copy of its [constitution/ memorandum and articles of association].

(c)		[Any corporate authorisations and consents necessary for the Company to execute and performits obligations under the Bank Documents and the Project Documents to which it is a party.]

[No corporate authorisations or consents are required for the Company to execute and perform itsobligations under the Bank Documents and the Project Documents to which it is a party.] [Note:include either this statement or paragraph (c) above]

The specimen signatures appearing below are those of the person(s) authorised to execute theMaster Lease Agreement, the Intercreditor Deed and to request and accept Leases under the MLA andsign other notices for the Company.


		*Authorised Signatory*				*Specimen Signature*

The Company is solvent. The corporate authorisations are in full force and effect and theCompany is not prevented by the Companies Act 1997 (PNG) from entering into and performing anyagreement or security relating to the Bank Documents and the Project Documents to which it is aparty.

Dated this day of 2007

Secretary/Director

Print Name

Morobe Consolidated Goldfields Limited — Master Lease Agreement

SCHEDULE 4B

FORM OF VERIFICATION CERTIFICATE FOR HGMC and HGM


TO:		Paul Crimmins

		Head of Relationship Banking

		Westpac Bank PNG Limited

HIDDEN VALLEY GOLD PROJECT GUARANTEE

I am a [secretary/director] of [Harmony Gold Mining Company Limited/HGM (Isle of Man)(Proprietary) Limited] (company number/ABN [*]) (the Company).

Attached are true, complete and up-to-date copies of the following:

(a)		[An extract of minutes of a meeting of directors of the Company approving the decision ofMorobe Consolidated Goldfields Limited to construct the Project.] *[Note: for HGMC only]*

(b)		An extract of minutes of a meeting of directors of the Company authorising the execution of theIntercreditor Deed;

(d)		[Any corporate authorisations and consents necessary for the Company to execute and performits obligations under the Bank Documents and the Project Documents to which it is a party.]

The Company is solvent. The corporate authorisations are in full force and effect and the Companyis not prevented by any of the Corporations Act 2001 (Cth) or the Companies Act 1997 (PNG) or anyanalogous law in the jurisdiction of incorporation of the Company from entering into andperforming any agreement or security relating to the Bank Documents and Project Documents to whichit is a party.

Dated this day of 2007

Secretary/Director

Print Name

Morobe Consolidated Goldfields Limited — Master Lease Agreement

SCHEDULE 5

FORM OF FLOATING RATE LEASE AGREEMENT

[Date]

[*]

Morobe Consolidated Goldfields Limited (the Lessee)

Dear [*]

LEASE UNDER MASTER LEASE AGREEMENT DATED

At the Lessee’s request Westpac Bank PNG Limited (Westpac) has agreed to acquire the itemsdescribed in the Details Schedule below (the Equipment) which are manufactured or supplieddirectly or indirectly by the manufacturer or supplier named in the Details Schedule.

Westpac agrees to lease the Equipment to the Lessee on the terms of this Agreement. The rate andperiod of the lease are set out in the Details Schedule below.

This Lease is executed in the place named in the Details Schedule.

Please sign and return a copy of this letter by [date]. By doing so, the Lessee confirms that theinformation in the following Details Schedule is correct and that it is not in breach of any of theterms of the Master Lease Agreement between the Lessee and Westpac dated [*] 2007 (the Master LeaseAgreement).

DETAILS SCHEDULE


1.	Date of execution of this Lease.	[*]

2.	Place of execution of this Lease.	[*]

3.	Cost of Equipment.	[*]

4.	Purchase Date.	[*]

5.	Order Date.	[*]

6.	Invoice No./ Date (attach copy).	[*]

7.	Commencement date of this Lease.	[To be the date of payment of the Order Instalment]

8.	Expiry date.	[31 October 2011]

9.	Residual Value of the Equipmentpayable at termination of this Lease.	US$1

10.	Description of Equipment	[*]

Morobe Consolidated Goldfields Limited —Master Lease Agreement

DETAILS SCHEDULE

	•		General Description of Equipment

	•		Asset ID/ Identificationof Equipment

	•		Lessee’s internal code (if any)


11. Base Rate		[Interim Interest Instalments - 30-day US-Liborcash rate]

		[Term Instalments - 90-day US-Libor cash rate]

12. RentInstalments (subjectto adjustment)		[To include: (a) - monthly Interim Interest Instalments(calculated daily for the period ending on 15^thof each month (or, for the lastInterim Interest Instalment, the Delivery Date)using the Base Rate plus the Margin in respect ofthe balance of each Lease payable from thedrawdown date until the Delivery Date).

		Interim Interest Instalments are [calculated inadvance and payable in arrears] on each InterimInstalment Date;

		(b) - Term Instalment from the Delivery Date tothe first Term Instalment Date calculated as theFunded Amount multiplied by the Base Rate plusthe Margin on the Delivery Date multiplied by thenumber of days from the Delivery Date to thefirst Term Instalment Date.

		Term Instalments under this paragraph (b) arepayable in arrears on the first Term InstalmentDate; and

		(c) - Term Instalments from the first TermInstalment Date until maturity of the Lease(calculated for each individual Lease to amortisethe Funded Amount to the Residual Value at theBase Rate plus the Margin over the term of theLease). The first Term Instalment under thisparagraph will be determined using the Base Rateapplying on the Delivery Date. Subsequent TermInstalments will be calculated using the BaseRate applying as at the previous Term InstalmentDate.

		Term Instalments under this paragraph are payablequarterly in advance commencing from the firstTerm Instalment Date until maturity of therelevant individual Lease.

Morobe Consolidated Goldfields Limited — Master Lease Agreement

DETAILS SCHEDULE


13.	Rent Instalment Dates.	In respect of InterimInterest Instalments,the 15th of each monthand the Delivery Date(each an InterimInstalment Date).

		In respect of TermInstalments, each 1 5March, 15 June, 1 5September and 1 5December after theDelivery Date (each aTerm Instalment Date).

14.	Name of manufacturer or supplier ofEquipment.	[*]

15.	Location of Equipment/ Premises.	[*]

16.	Method to be used when calculating	[*]% p.a.
Casualty and Termination Value:

	The present value at the date oftermination of:

	(a) the Residual Value of theEquipment; plus

	(b) all Rent Instalments that wouldhave been payable during the period ofthis Lease but for the termination lessall Rent Instalments paid up to the dateof termination. The present value willbe as determined by Westpac byapplying a discount rate of:

Schedule of Lease Terms

The Schedule of Lease Terms attached to and incorporated in the Master Lease Agreement dated[date] apply to this Lease as if set out in full and as if a reference to this Lease in thatschedule was a reference to this Lease.

Signed for WESTPAC BANK PNG LIMITED by its attorney [under the authority of a [registered*] powerof attorney dated].


(sign here)
I have no notice of the revocation of the power of attorney.

Name:
Attorney

Morobe Consolidated Goldfields Limited — Master Lease Agreement

SCHEDULE 6

Form of Drawdown Notice


TO:		Paul Crimmins

		Head of Relationship Banking

		Westpac Bank PNG Limited

[*] — Drawdown Notice No [*]

This is an irrevocable notice under clause 2.2 of the Master Lease Agreement dated [*] 2007(the Master Lease Agreement).

(1)

We wish to draw under the Master Lease Agreement on [*] (the Drawdown Date).

Note: Date is to be a Business Day.

(2)

The total principal amount to be drawn is US$[*].

Note: Amount to comply with the limits in clause 2.2.

(3)		Particulars of the drawdown are as follows:

		[Shipping Instalment/PNGP]

(4)		Please remit the proceeds to account number [] at [].

(5)		The proceeds of the drawdown will be used to purchase the following item(s) of Equipment:

		[*]

(6)		This notice is issued in connection with Lease [] dated [].

(7)		The expected Delivery Date is [*].

(8)		We represent and warrant to each Indemnified Party on behalf of the Lessee as follows:

	(a)		Except as disclosed in paragraph (c) the representations and warranties in theMasterLease Agreement are true as though they had been made at the date of thisDrawdown Notice and the Drawdown Date specified above in respect of the facts andcircumstances then subsisting.

	(b)		Except as disclosed in paragraph (c) no Event of Default or Potential Event ofDefault subsists or will result from the drawing.

	(c)		Details of the exceptions to paragraphs (a) and (b) are as follows: [], and we[have taken/propose] the following remedial action [].

	(d)		The relevant item of Equipment is:

	•		new, depreciable earthmoving or road building equipment and is to be used bythe Lessee wholly within Papua New Guinea in connection with the Project;

	•		covered by the duly executed Supply Contract (including the Sell Back Option)and Maintenance Contract; and

	•		covered by the PRI Policy.

	(e)		The proposed maintenance programmes and the Maintenance Contract are sufficientto ensure that the relevant item of Equipment will comply with therequirements of the Sell Back Option.

	(f)		All necessary Authorisations in respect of the relevant item of Equipment havebeen obtained.

MorobeConsolidated Goldfields Limited — Master Lease Agreement

		*Note: Inclusion of a statement under paragraph (c) will not prejudice the conditionsprecedent in the agreement.*

(9)		[We certify that the Project is fully funded to the date of this Drawdown Notice and theCost to Complete the Project as set out below is less than the Available Funding for theProject as set out below:

		*Cost to Complete according to Project construction budget dated [] (being the most recentand current update of the budget)**


Amount of construction costs, operating costs and development costs payablebut unpaid, or likely to be payable or incurred to achieve completion of theProject:

The amount of debt service already payable but unpaid or likely to be payableor incurred under the Project Documents or the Bank Documents up to andincluding the estimated completion date of the Project:

The amount of any other costs including any liquidated damages payable to anyperson already payable but unpaid or likely to be payable or incurred up toand including the estimated completion date of the Project:

Total Cost to Complete:

Available Funding


Balance in bank accounts:

Available commitment under Project Loan Agreement:

Other amounts which have been committed to be provided (but not yet provided)to the Lessee:

Other (specify)

Total Available Funding:

[Note: to be deleted if adequate cash security has been provided to Westpac under clause 1.2.2]


[(10)		The following Project Document(s) ha[s/ve] been amended or replaced:

		[*]

		We attach a true complete copy of [that/those] Project Document(s). ]

Definitions in the Master Lease Agreement apply when used in this Drawdown Notice.

On behalf of Morobe Consolidated Goldmines Limited

By:

Note: 2 directors are required to sign

Dated [*]

Morobe Consolidated Goldfields Limited — MasterLease Agreement

SCHEDULE 8

Form of Lease Request


TO:		Paul Crimmins

		Head of Relationship Banking

		Westpac Bank PNG Limited

[*] — Lease Request

This is an irrevocable notice under clause 1.2.2 of the MasterLease Agreement dated [*] 2007 (theMaster Lease Agreement).

(1)		We hereby request that Westpac prepare a Lease in respect of the items of Equipmentdescribed in this Lease Request.

(2)		We hereby enclose the Order Instalment in respect of the said items of Equipment in theamount of US$[*].

(3)		The Lease shall apply to, and the Order Instalment will be used to purchase, the followingitem(s) of Equipment:

		[*]

(4)		The:

	(a)		Order Date is [*]; and

	(b)		expected Delivery Date is [*].

(5)

We represent and warrant to each Indemnified Party on behalf of the Lessee as follows.

	(a)		Except as disclosed in paragraph (c) the representations and warranties in theMaster Lease Agreement are true as though they had been made at the date ofthis Lease Request in respect of the facts and circumstances then subsisting.

	(b)		Except as disclosed in paragraph (c) no Event of Default or Potential Event ofDefault subsists or will result from the issuance of the Lease.

	(c)		Details of the exceptions to paragraphs (a) and (b) are as follows: [], and we[have taken/propose] the following remedial action [].

	(d)		The relevant item of Equipment is:

	•		new, depreciable earthmoving or road building equipment and is to be used bythe Lessee wholly within Papua New Guinea in connection with the Project;

	•		covered by the duly executed Supply Contract (including the Sell Back Option)and Maintenance Contract; and

	•		covered by the PRI Policy.

	(e)		The proposed maintenance programmes and the Maintenance Contract are sufficientto ensure that the relevant item of Equipment will comply with the requirements ofthe Sell Back Option.

	(f)		All necessary Authorisations in respect of the relevant item of Equipment havebeen obtained.

Note: Inclusion of a statement under paragraph (c) will not prejudice the conditionsprecedent in the agreement.

(6)

We certify that the Project is fully funded to the date of this Lease Request and the Cost toComplete the Project as set out below is less than the Available Funding for the Project asset

Morobe Consolidated Goldfields Limited — Master Lease Agreement

		out below:

		*Cost to Complete according to Project construction budget dated [] (being the most recentand current update of the budget)**


Amount of construction costs, operating costs and development costs payablebut unpaid, or likely to be payable or incurred to achieve completion of theProject:

The amount of debt service already payable but unpaid or likely to be payableor incurred under the Project Documents or the Bank Documents up to andincluding the estimated completion date of the Project:

The amount of any other costs including any liquidated damages payable to anyperson already payable but unpaid or likely to be payable or incurred up toand including the estimated completion date of the Project:

Total Cost to Complete:

Available Funding


Balance in bank accounts:

Available commitment under Project Loan Agreement:

Other amounts which have been committed to be provided (but not yetprovided) to the Lessee:

Other (specify)

Total Available Funding:

[Note: to be deleted if adequate cash security has been provided to Westpac under clause 1.2.2]

(7)		The following Project Document(s) ha[s/ve] been amended or replaced:

		[*]

		We attach a true complete copy of [that/those] Project Document(s). ]

Definitions in the Master Lease Agreement apply when used in this Lease Request.

On behalf of Morobe Consolidated Goldmines Limited

By:

Note: 2 directors are required to sign

Dated [*]

Page 2


1	INTERPRETATION	4
2	INTRODUCTION	28
3	SUSPENSIVE CONDITIONS	29
4	FACILITY	32
5	INTEREST	34
6	REPAYMENTS	35
7	PAYMENT COVENANTS	35
8	AUDITED FINANCIAL STATEMENTS AND MANAGEMENTACCOUNTS	37
9	PROJECT BUDGETS	37
10	CURRENT MODEL	38
11	SUBMISSIONS TO THE EXPERT	39
12	CONSTRUCTION PROGRESS REPORTS	41
13	FAILURE TO DELIVER	41
14	VOLUNTARY PREPAYMENT	41
15	MANDATORY PREPAYMENT	42
16	TECHNICAL COMPLETION TEST	42
17	INSURANCE	43
18	POSITIVE UNDERTAKINGS	43
19	NEGATIVE UNDERTAKINGS	49
20	REPRESENTATIONS AND WARRANTIES	53
21	SET UP COSTS	59
22	CHANGE IN LAW	60
23	EVENTS OF DEFAULT	61
24	TERMINATION	69
25	APPLICATION OF PAYMENTS AFTER AN EVENT OFDEFAULT AND NON-CANCELLATION	70
26	ARBITRATION	71
27	CONFLICTS	72
28	ALLOCATION OF PAYMENTS	72
29	INDEMNITY	72
30	ILLEGALITY	73
31	RENEGOTIATION	73
32	SUPPORT CLAUSE	73

Page 4

WHEREBY THE PARTIES AGREE AS FOLLOWS :

INTERPRETATION

1.1

In this Agreement -

	1.1.1		clause headings are for convenience only and are not tobe 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; and

1.1.2.3		the singular includes the plural and vice versa.

1.2

In this Agreement, unless the context indicates a contrary intention, thefollowing words and expressions bear the meanings assigned to themand cognate expressions bear corresponding meanings -

	1.2.1		“Advance” means the principal amount or amounts up toan aggregate equal to the Facility Amount to be advancedby the Lender to the Borrower under the Facility;

	1.2.2		“Advance Date” means the business day upon whichany Advance is made or is to be made;

	1.2.3		“Advisers” means the Lender’s Technical Adviser,Insurance Adviser and Legal Adviser, or as the contextmay require, any of them;

	1.2.4		“Agreement” means this agreement and includes allannexes to this Agreement which annexes shall form anintegral part of this Agreement;

	1.2.5		“Applicable Law” means the common law and statutorylaw applicable in the Republic of South Africa, the Isle of

Page 5

			Man and/or the Territory including any present or future constitution,decree, judgment, legislation, measure, requirement, order, ordinance,regulation, statute, treaty, directive, rule, guideline, practice,concession, or request issued by any relevant Authority which is applicableto the Project, and any of the present or future parties to the ProjectDocuments or the Finance Documents;

	1.2.6		“Applicable Margin” means in respect of each Advancethe applicable interest rate margin set out in item 1 ofAnnexe “A”, as amended from time to time;

	1.2.7		“Approved Project Budget” means a Project Budgetapproved by the Lender pursuant to clause 9;

	1.2.8		“AUD” means the lawful currency of Australia, from timeto time;

	1.2.9		“Audited Financial Statements” means the auditedfinancial statements of the Borrower for each FinancialYear;

	1.2.10		“Auditors” means PricewaterhouseCoopers, being theBorrower’s auditors or such other firm of publicaccountants as may be approved by the Lender from timeto time;

	1.2.11		“Authorisation” includes any authorisation, condition,consent, approval, resolution, licence, registration,declaration, filing, notarisation, certificate, permit,permission, registration or exemption from, by or with anyAuthority, whether given or withheld by express action ordeemed given or withheld by failure to act within anyspecified time period, and all corporate, creditor andshareholder approvals and consents;

	1.2.12		“Authority” means any government, governmental,administrative, fiscal, monetary, central bank, judicial,

Page 6

			regulatory, self-regulatory or government owned or controlled body,department, commission, authority, tribunal, agency or entity;

	1.2.13		“Availability Period” means the period commencing onthe business day following the Commencement Date andending on the business day prior to the First RepaymentDate;

	1.2.14		“Available Facility” means the Facility Amount less -

1.2.14.1		the amount of any Facility Outstandings; and

1.2.14.2		any amounts of any nature whatsoever (including, withoutlimitation, any fees) which are payable by the Borrower to theLender pursuant to this Agreement to the extent to which suchamounts have not been paid;

1.2.14.3		in relation to any proposed Draw Down Request, the amount ofany Advances that are due to be made on or before the proposedAdvance Date;

	1.2.15		“Base Case Financial Model” means the financial modelin respect of the Project, approved by the Lender and theBorrower and saved in ‘read only’ format on a computerdisk to be lodged with the Lender within a reasonable timeafter the Commencement Date;

	1.2.16		“Borrower” means Morobe Consolidated GoldfieldsLimited, Registration No. 1-12047, a limited liabilitycompany duly incorporated in accordance with the laws ofPapua New Guinea;

	1.2.17		“Borrower Revenues” means in relation to any period,all amounts received or to be received by the Borrowerduring such period by way of -

1.2.17.1

proceeds of sales of gold, silver and/or other metals and/orminerals (including gold bearing ore and dore) derived from the

Page 7

		Project, including the proceeds from the closing out, settling orunwinding of any derivative or hedging instruments entered into inrelation to the Project;

1.2.17.2		refunds of Taxes, including goods and services tax;

1.2.17.3		value, whether in the form of money, securities, property orotherwise, paid or payable by any Authority for the appropriation,confiscation, expropriation or nationalisation of ownership orcontrol of the Borrower or the Project or any portion thereof;

1.2.17.4		Insurance Proceeds;

1.2.17.5		proceeds of the sale or disposal of any assets of the Borrower;

1.2.17.6		all payments and liquidated damages recovered by the Borrowerfrom any contractors engaged in the Project (whether or not aspenalties for non-performance or late performance by the saidcontractor);

1.2.17.7		any other amount payable to the Borrower;

1.2.17.8		other amounts of whatsoever nature which are certified by theAuditors to be income generated out of the Project; and

1.2.17.9		other amounts agreed between the Lender and the Borrower toconstitute Borrower Revenues,

provided that for the purpose of calculating Borrower Revenues in any period -

1.2.17.10		no account shall be taken of Advances; and

1.2.17.11		the amount of any penalties payable or to be paid (if any) by theBorrower pursuant to any Project Documents in such period shallbe deducted;

1.2.18

“Capital Costs” means costs and expenses incurred by theBorrower in carrying out the Project, including -

Page 8

1.2.18.1		amounts payable under a Construction Contract;

1.2.18.2		purchase of plant and equipment for construction and miningdescribed in the Current Model (to the extent not paid under aConstruction Contract);

1.2.18.3		reasonable fees and expenses of professional advisers engagedby the Borrower in relation to the Project;

1.2.18.4		costs and expenses in obtaining or renewing any Authorisation, ormaintaining or preserving any rights necessary for the Project;

1.2.18.5		Insurance premiums in respect of the Project (to the extent notpaid under a Construction Contract);

1.2.18.6		Taxes in respect of the Project;

1.2.18.7		agreed rehabilitation and/or closure costs and agreed miningexploration expenditure;

1.2.18.8		other costs and expenses designated by agreement between theLender and the Borrower as Capital Costs;

1.2.18.9		landowner payments and other compensation payments madeprior to the Commencement Date and described in the CurrentModel;

1.2.19

“Change in Law” means any implementation,introduction, abolition, withdrawal or variation of any Applicable Lawor any directive, ruling, request, notice, announcement (including butnot limited to any budget speech), guideline by any Authority (whetheror not having the force of law) or any change in any interpretation, orthe introduction or making of any new or further interpretation, orcompliance with any new or different request or direction (in eithercase whether or not having the force of law) from any Authority in theRepublic of South Africa, the Isle of Man or the Territory;

Page 9

	1.2.20		“Commencement Date” means the date upon which allof the Suspensive Conditions have been fulfilled orwaived;

	1.2.21		“Commissioning Date” means a date occurring not laterthan 24 (twenty four) months after the CommencementDate (or such later date as the Parties may agree inwriting), being the date upon which all the Project Worksare to have been executed and installed to thesatisfaction of the Lender in accordance with the ProjectBudget, and the Project Works have been successfullycommissioned to enable the criteria set out in the ProjectBudget (and specifically the levels of processed ore,recovered gold, silver, other metals and/or minerals andtotal costs) to be met by the Project on a sustained basis;

	1.2.22		“Construction Budget” means at any time the mostrecent construction budget prepared by the Borrower inrespect of the Project and delivered to the Lender by theBorrower in accordance with clause 9;

	1.2.23		“Construction Contracts” means the contract(s) for theconstruction, commissioning, testing and trial operation ofthe Project Works to be concluded between the Borrowerand the respective contractors and/or suppliers from timeto time during the Term;

	1.2.24		“Current Model” means the Base Case Financial Model,as updated to take into account the actual and projectedperformance of the Borrower from time to time;

	1.2.25		“Discharge Date” means the date on which the Borrowerhas unconditionally and irrevocably paid to the Lender allamounts, whether in respect of interest, principal orotherwise, which may become payable by the Borrower tothe Lender arising out of or in connection with the Facility;

Page 10

	1.2.26		“Dispose” means any sale, transfer, cession,assignment, lease, alienation, donation, renunciation,surrender, waiver, relinquishment, exchange or otherdisposal of any nature whatsoever and “Disposal” has acorresponding meaning;

	1.2.27		“Distribution” means any payment by way of interest,principal, dividend, capital, fee, royalty or other distributionor payment;

	1.2.28		“Draw Down Request” means a notice substantially inthe form set out in annexe “B”;

	1.2.29		“EIA” means the Project Environmental ImpactAssessment Report dated February 2004, prepared byEnesar Consulting Pty Ltd on behalf of the Borrower, asamended or supplemented in accordance withEnvironmental Laws;

	1.2.30		“Encumbrance” means any mortgage, pledge, lien, deedof cession, assignment, hypothecation or security interestor any other agreement or arrangement having the effectof conferring security whether by contract or operation ofApplicable Law, including any arrangement under whichmoney or claims to, or the benefit of, a bank or otheraccount may be applied, set-off or made subject to acombination of accounts so as to effect discharge of anysum owed or payable to any person;

	1.2.31		“Environmental Approval” means Authorisationsrequired under Environmental Laws in connection with theProject;

	1.2.32		“Environmental Laws” means all Applicable Lawconcerning the environment which must be complied within respect of the Project, including the Papua New GuineaEnvironmental Act of 2000;

Page 11

	1.2.33		“Environmental Plan” means the Borrower’senvironmental plan prepared in a manner consistent withthe requirements set out in the ElA to complete theProject and to bring the Project into compliance with allEnvironmental Laws;

	1.2.34		“Event of Default” means any one or more of the eventsor circumstances described as such in clause 23;

	1.2.35		“Exchange Rate” means the spot exchange offer-ratesquoted by the Lender’s designated bankers (being therate in the applicable currency at which such bank will sellUSD for immediate delivery) at 11h00 on the relevantbusiness day;

	1.2.36		“Expert” means an expert appointed in accordance withclause 11;

	1.2.37		“Facility” means the project loan facility made availableby the Lender to the Borrower in accordance with theterms and conditions set out in this Agreement;

	1.2.38		“Facility Amount” means a maximum amount ofUSD257,000,000 (two hundred and fifty seven millionUnited States Dollars), or such other amount as may beagreed between the Parties from time to time, inclusive ofall interest capitalized to the Facility during the AvailabilityPeriod;

	1.2.39		“Facility Outstandings” means the aggregate of -

1.2.39.1		all Advances; and

1.2.39.2		all interest on Advances;

		for the time being outstanding hereunder;

1.2.40

“Facility Purpose” means, subject to the further terms ofthis Agreement, to fund the Project Costs;

Page 12

	1.2.41		“Final Maturity Date” means at any time, the date uponwhich it is scheduled in terms of item 3 of annexe “A”,that the Facility shall have been fully repaid, or such otherdate as may be agreed between the Parties from time totime;

	1.2.42		“Finance Documents” means -

1.2.42.1		this Agreement;

1.2.42.2		the Security Documents;

1.2.42.3		printed versions of the Base Case Financial Model and the CurrentModel as at the Signature Date, substantially in the form of annexe“C”; and

1.2.42.4		any other document designated as such by the Lender;

1.2.43

“Financial Indebtedness” means any indebtedness inrespect of -

1.2.43.1		monies borrowed from any third parties, including banks and otherfinancial institutions;

1.2.43.2		any debenture, bond, note, loan stock or other security butexcluding any bill or note drawn, accepted or issued in the ordinarycourse of business;

1.2.43.3		any acceptance credit;

1.2.43.4		receivables sold or discounted (otherwise than on a non-recoursebasis);

1.2.43.5		the acquisition cost of any asset to the extent payable after thetime of acquisition or possession where the deferred payment isarranged primarily as a method of raising finance or financing theacquisition of that asset;

1.2.43.6		any lease entered into primarily as a method of raising finance orfinancing the acquisition of the asset leased;

Page 13

1.2.43.7		any currency swap or interest swap, cap or collar arrangements orany other derivative or hedging instrument;

1.2.43.8		any amount raised under any other transaction having thecommercial effect of financial indebtedness or raising of money; or

1.2.43.9		any guarantee, indemnity or similar assurance against financialloss of any person, but excluding -

1.2.43.9.1		performance or similar guarantees of a non-financial natureprovided they are/were given in the ordinary course of business;and

1.2.43.9.2		performance and environmental rehabilitation bonds of afinancial nature; and

1.2.43.9.3		financial guarantees not exceeding USD5,000,000 (five millionUnited States Dollars) in the aggregate in respect of anyFinancial Year,

but always excluding -

1.2.43.10		any indebtedness in respect of trade creditors and ShareholderClaims in amounts consistent with the Base Case Financial Model;and

1.2.43.11		Facility Outstandings and indebtedness permitted in terms of thisAgreement, including all fees and charges due by the Borrower inaccordance with the terms and conditions of this Agreement;

	1.2.44		“Financial Year” means the financial year of theBorrower, ending on 30 June in each year;

	1.2.45		“First Repayment Date” means a date falling 9 (nine)months after the Commissioning Date;

	1.2.46		“Force Majeure” means circumstances or an eventbeyond the reasonable control of a Party which, despitethe exercise of diligent efforts, the relevant Party was

Page 14

unable to prevent, limit or minimize, including (without limitation) -

1.2.46.1		any act of God;

1.2.46.2		war, (whether declared or not), armed conflict, hostile act of publicenemy, act of terrorism, embargo, military operations, blockade,insurrection or interference, sabotage, revolution, riot, civilcommotion;

1.2.46.3		labour disturbance or strikes (provided that “strike” shall notinclude any action affecting tradesmen, workmen or other personswhich continues for less than 5 (five) consecutive days and shallexclude any strike by or affecting employees of a Party as a resultof any unlawful act or omission of such Party);

1.2.46.4		cave in, road access failure, road wash-away, wall failure,explosion, breakage or accident to machinery or equipment orpower transmission lines or other facility, inability to obtain or delayin obtaining essential equipment, materials or transport or anyother such cause;

1.2.46.5		flood, storm, fire, earthquake, lightning, cyclone, tidal wave,landslide and other natural disaster; or

1.2.46.6		any action, demand, order, restraint, restriction, requirement,prevention, frustration or hindrance, regulation or law by or of anycourt or Authority;

1.2.46.7		landowner blockade, insurrection or interference;

	1.2.47		“Group” means Harmony Gold Mining Company Limited,Registration No. 1950/038232/06, and its subsidiaries;

	1.2.48		“Harmony Netherlands” means Harmony Gold(Netherlands) B.V., a limited liability company dulyincorporated in accordance with the laws of theNetherlands;

Page 15

	1.2.49		“HGPS” means Harmony Gold (PNG Services) PtyLimited, ACN 083 828 853, a limited liability privatecompany duly incorporated in accordance with the laws ofAustralia;

	1.2.50		“Hidden Valley Tenements” means -

1.2.50.1		the mining tenements held by the Borrower in the Territorydescribed in the schedule of tenements attached hereto markedannexe “I”;

1.2.50.2		any other mining tenement owned or controlled by the Borrower atany time which the Lender (acting reasonably) determines is or willbe required for a key or integral part of operations conducted or tobe conducted by the Borrower on the tenements described inclause 1.2.50.1 above,

together with any extensions, renewals, consolidations, replacements or amendmentsto or grants of those tenements and all rights associated with such tenements;

	1.2.51		“IFRS” means International Financial Reporting Standards;

	1.2.52		“Increased Costs” means any and all additional costs to,or reduction in the amount payable to, or a reduction inthe after Tax return achieved by the Lender, which isattributable to the Lender entering into, performing,maintaining or funding its obligations under any of theFinance Documents;

	1.2.53		“Instalments” means the 21 (twenty one) consecutivequarterly instalments of capital and interest referred to inannexe “A” in terms of which the Borrower will repay allFacility Outstandings;

	1.2.54		“Insurance” means insurance and reinsurance cover tobe obtained by the Borrower to the satisfaction of the

Page 16

			Lender over all property of the Borrower of an insurable nature andof a character usually insured, with insurers of good reputeselected by the Borrower against such risks with such coverage(including deductibles and exclusions) as is customary for miningand processing projects of a similar type and scale, taking intoaccount the availability and the cost of such coverage and theFacility Amount;

	1.2.55		“Insurance Adviser” means Marsh Pty Limited and theHeath Lambert Group, acting on behalf of the Lender orsuch replacement insurance adviser or consultant as theLender may nominate in writing;

	1.2.56		“Insurance Proceeds” means all proceeds and amountspayable or paid to or on account of the Borrower inrespect of any claim relating to the Project under anyInsurances;

	1.2.57		“Interest Period” means the 3 (three) month period(s) inrespect of which interest is to be calculated at the InterestRate, the first interest period being a broken interestperiod calculated from the relevant Advance Date to thelast day of the month in which the Advance Date falls, andeach interest period thereafter commencing on the dayfollowing the last day of the previous interest period andterminating on the day preceding the following interestperiod, provided that the last interest period in respect ofany Advance shall terminate on the Final Maturity Date;

	1.2.58		“Interest Rate” means LIBOR plus the ApplicableMargin, expressed as a nominal annual compoundedmonthly in arrears rate;

	1.2.59		“LIBOR” means, in relation to any Advance -

1.2.59.1

the applicable 90 (ninety) day Screen Rate; or

Page 17

1.2.59.2

(if no Screen Rate is available for the currency or period of thatAdvance) the rate determined by the Lender to be that quoted by leading banksin the London inter bank market, as of 11,00am on the Rate Fixing Date for theoffering of deposits in USD and for a period comparable to the Interest Periodfor that Advance;

	1.2.60		“LIBOR Rate Fixing Day” means, in relation to anInterest Period, the day on which quotes are customarilygiven in the London interbank market for deposits in USDfor delivery on the first day of that Interest Period;provided that, in each case, if, for any Interest Period,quotations would ordinarily be given on more than oneday, the LIBOR Rate Fixing Day shall be the last suchday;

	1.2.61		“Life of Mine Plan” means the life of mine budget andoperating plan for a particular Project which is in a formatacceptable to the Lender (acting reasonably), whichcomplies with the requirements of this Agreement andwhich -

1.2.61.1		details forecast physical and financial parameters andassumptions for the construction and operation of the Project bythe Borrower, including, ore reserves and resources, capitalexpenditure schedules and funding requirements, schedules forore tonnes and grade and waste movement; ore haulage, oretreatment, metallurgical recoveries and production of product,capital costs and operating costs, exploration costs, royalties,cashflow, taxation, governmental charges, administration costsand account balances as required by the Lender;

1.2.61.2		uses the reserves and resources of the Project described in clause1.2.61.1 above for all forecasts and projections; and

1.2.61.3		sets out all tenements which will be relied on to generate gold andother metals and minerals for that Project or which will be requiredto enable the Borrower to carry on a key or integral part of

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operations conducted or to be conducted on the Hidden Valley Tenements;

	1.2.62		“Legal Adviser” means Cliffe Dekker Inc. acting onbehalf of the Lender or such other replacement legaladviser as the Lender may nominate in writing;

	1.2.63		“Lender” means HGM (Isle Of Man) (PTY) Limited,Registration Number 116712C;

	1.2.64		“Lender’s Technical Adviser” means RSG Global PtyLimited, or such other or additional technical adviser orexpert as the Lender may appoint in writing at theBorrower’s cost, from time to time, for the purposesdescribed in this Agreement;

	1.2.65		“Management Accounts” means the Borrower’sunaudited quarterly management accounting recordscontaining cash flow statements and such otherinformation requested of the Borrower from time to time,inter alia, to update the Current Model;

	1.2.66		“Material Adverse Change” means a change in thecircumstances existing as at the Signature Date which -

1.2.66.1

in the sole opinion of the Lender, may or will have the effect that -

1.2.66.1.1

the Shares, Borrower Revenues, property, assets, mineraland/or mining rights or any part of the Project or the Project Works may orwill be seized, expropriated, nationalised, requisitioned, confiscated,withdrawn and/or cancelled in any way by any Authority (whether acting inits own name or behalf or on behalf or in favour of any other person orgroup, including any land owner group) or may or will be subject to anyother political or sovereign risk event; or

Page 19

1.2.66.1.2

the Lender or the Borrower (on behalf of the Lender) may or willbe unable to enforce a final and binding decision obtained in any jurisdictionagainst the Borrower, in any other jurisdiction; or

1.2.66.2

in the reasonable opinion of the Lender, may or will have amaterial adverse effect on -

1.2.66.2.1		the business activities, operations, property, mineral and/ormining rights, prospects or financial condition of the Borrower;

1.2.66.2.2		the ability of the Borrower or any signatory to the ProjectDocuments, Finance Documents or Material Contracts (as thecontext requires) to perform any of its obligations under anyProject Document, Finance Document or Material Contract towhich it is a party, including the obligation to convert anycurrency into USD in order to make a scheduled payment ofinterest or capital and/or the denial of such conversion in anexchange-rate category at least as favourable as the ExchangeRate;

1.2.66.2.3		the legality, validity or enforceability of any Project Documents,Finance Documents or Material Contracts or the rights orremedies of the Lender or any signatory thereto thereunder (asthe context requires); or

1.2.66.2.4		the value of any property over which Security is held;

	1.2.67		“Material Contract” means a contract, not included in theApproved Project, which will involve the Borrowercommitting or expending, over the term of the contract, anamount in excess of USD10,000,000 (ten million UnitedStates Dollars);

	1.2.68		“Operating Budget” means at any time, the most recentoperating budget prepared by the Borrower in respect ofthe Project and delivered by the Borrower to the Lenderpursuant to and in accordance with clause 9;

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1.2.69

“Operation and Maintenance Costs” means alloperation and maintenance costs and expenses paid inaccordance with the Approved Project Budget by theBorrower in connection with the Project, but excluding -

1.2.69.1		the payment by the Borrower of costs incurred by it in respect ofguarantees issued to any member of the Group in relation toPermitted Encumbrances;

1.2.69.2		the payment by the Borrower of its share of Group insurancecosts, premiums and related charges;

1.2.69.3		the provision to landowners and other community groups affectedby the Project of credit and/or finance in relation to land ownerinitiatives and business activities described in the Current Model orotherwise agreed to in writing by the Lender; and

1.2.69.4		Capital Costs;

	1.2.70		“Party” means a party to this Agreement;

	1.2.71		“Permitted Encumbrance” means -

1.2.71.1		any Encumbrance existing at the Signature Date and disclosed tothe Lender in writing or reflected in the Audited FinancialStatements of the Borrower as at and for the twelve month periodending 30 June 2006 and/or for the six month period ending31 December 2006;

1.2.71.2		any liens arising by operation of law in the ordinary course ofbusiness;

1.2.71.3		any Encumbrances created in the ordinary course of the tradingactivities of the Borrower as a term of supply of any goods orservices to the Borrower in terms of the relevant supplier’sstandard or usual terms and conditions of sale or supply, notexceeding USD5,000,000 (five million United States Dollars) in theaggregate in respect of any Financial Year;

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1.2.71.4		any Encumbrances arising as a result of deposits made to securethe performance of tenders, bids or trade or government contracts,to secure leases, statutory or regulatory obligations, surety orappeal bonds, performance or other obligations of a like natureincurred in the ordinary course of business and in respect of theProject;

1.2.71.5		any Encumbrances created over any property or asset acquired inrespect of the Project after the Signature Date to secureindebtedness incurred for the purpose of financing the purchase ofsuch property or asset, provided that the Encumbrance is limited tothe value of the indebtedness incurred to acquire such property orasset as aforesaid;

1.2.71.6		any Encumbrances created with the prior written consent of theLender, including in respect of the financing of equipment used tocarry out the Project;

1.2.71.7		the Deed of Charge dated 17 June 1997 between Rio TintoLimited (“RTL”) and the Borrower securing RTL’s entitlementsunder a royalty deed; and

1.2.71.8		the Security;

	1.2.72		“Potential Event of Default” means any event whichwould, with the giving of notice, lapse of time or thefulfilment of any other applicable requirement or anycombination thereof, if not remedied or waived, becomean Event of Default;

	1.2.73		“Project” means the Hidden Valley mining project interms of which the Borrower shall fund, design, procure,construct and commission a mine on its Hidden ValleyTenements and conduct mining, mineral processing andrelated operations thereon;

	1.2.74		“Project Budget” means at any time, the most recentproject budget, incorporating the most recent Construction

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			Budget, Life of Mine Plan and Operating Budget, prepared by theBorrower in a manner compatible with the Current Model and deliveredby the Borrower to the Lender pursuant to and in accordance withclause 9;

	1.2.75		“Project Costs” means in respect of any period, theaggregate of all -

1.2.75.1		Operation and Maintenance Costs;

1.2.75.2		Capital Costs; and

1.2.75.3		USD 22,500,000 to purchase the royalty over the Project;

but excluding -

1.2.75.4		principal and interest amounts and fees and costs due under thisAgreement; and

1.2.75.5		any Restricted Payments;

1.2.76

“Project Documents” means the -

1.2.76.1		Environmental Approvals and Environmental Plan;

1.2.76.2		Construction Contracts; and

1.2.76.3		any other document designated as such by the Lender;

	1.2.77		“Project Works” means all the works, activities andoperations to be undertaken by the Borrower or on itsbehalf by the contractors and suppliers under theConstruction Contracts, in respect of the execution of theProject;

	1.2.78		“Repayment Date” means each 3 (three) monthly dateupon which the Instalments are to be paid, as set out inAnnexe “A” and as amended from time to time inaccordance with fluctuations in the Facility Outstandings,

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			or such other dates(s) as may be agreed between the Parties from time to time;

	1.2.79		“Required Insurance” means all commercial, mining,vehicle fleet, equipment and such other insurance as maybe determined by the Lender from time to time or as maybe advised by the Insurance Adviser;

	1.2.80		“Restricted Payments” means Distributions made orintended to be made in respect of Shareholder Claims;

	1.2.81		“Screen Rate” means, in relation to LIBOR, the BritishBankers Association Interest Settlement Rate for therelevant currency and period displayed on the appropriatepage of the Reuters screen. If the agreed page isreplaced or service ceases to be available, the Lenderand the Borrower shall agree another page or servicedisplaying the appropriate rate which most closelyapproximates LIBOR;

	1.2.82		“Security” means the security interests constituted by theSecurity Documents;

	1.2.83		“Security Documents” means the security documentslisted in annexe J and such other security documents asrequired by the Lender securing the property, mineralrights, mining rights, assets and/or income of theBorrower, to be mortgaged, assigned or charged (whetherby fixed or floating charge) to the Lender under ApplicableLaw;

	1.2.84		“Shareholder” means any holder of Shares for the timebeing;

	1.2.85		“Shareholder Claims” means any amount of any naturewhatsoever, arising out of any cause of actionwhatsoever, from time to time owed by the Borrower toany Shareholder, including any subordinated loans,

Page 24

			management and/or technical fees payable to or on behalf of any Shareholder;

	1.2.86		“Shares” means ordinary issued shares in the sharecapital of the Borrower;

	1.2.87		“Signature Date” means the date of signature of thisAgreement by the Party last signing;

	1.2.88		“Steady-State Production” means, for the purposes ofTechnical Completion, a period of consistent productionover 3 (three) consecutive months where the tonnageprocessed through the Project plant is within 10% (tenpercent) of the production figure utilised in the Base CaseFinancial Model;

	1.2.89		“Suspensive Conditions” means the suspensiveconditions contained in clause 3;

	1.2.90		“Tax” means all income, capital gains and other taxes,charges, imposts, levies, deductions, withholdings or feesof any kind whatsoever, or any amount payable onaccount of or as security for any of the aforegoing bywhomsoever and on whomsoever imposed, levied,collected, withheld or assessed, together with anypenalties, additions, fines, surcharges or interest relatingthereto, and the word “Taxation” shall be construedaccordingly;

	1.2.91		“Technical Completion” means technical completion ofthe Project in accordance with the provisions of clause 15;

	1.2.92		“Technical Completion Date” means the date uponwhich the Project achieves Technical Completion ascertified by the Lender in its sole discretion;

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	1.2.93		“Term” means the entire period which commences on theSignature Date and which terminates on the Discharge Date;

	1.2.94		“Territory” means the Independent State of Papua New Guinea;

	1.2.95		“USD” or “$” means the lawful currency of the UnitedStates of America, from time to time;

	1.2.96		“Voluntary Prepayment” means a prepayment of all orany part of the Facility Outstandings in accordance withthe provisions of clause 14; and

	1.2.97		“ZAR” or “rand” means the lawful currency of theRepublic of South Africa.

1.3		Any substantive provision, conferring rights or imposing obligations on aParty and appearing in any of the definitions in clause 1.2 or elsewherein this Agreement or any of its annexes, shall be given effect to as if itwere a substantive provision in the body of the Agreement or of theannexe concerned.

1.4		Words and expressions defined in any clause shall, unless theapplication of any such word or expression is specifically limited to thatclause, bear the meaning assigned to such word or expressionthroughout this Agreement.

1.5		Terms other than those defined within this Agreement and its annexeswill be given their plain English meaning.

1.6		Defined terms appearing in this Agreement and its annexes in title caseshall be given their meaning as defined, while the same terms appearingin lower case shall be interpreted in accordance with their plain Englishmeaning.

1.7		The terms “holding company” and “subsidiary” shall bear the meaningsassigned to them under the South African Companies Act, 1973 and anyreference in sections 1(3) and 1(4) of the Companies Act to “company”

Page 26

		shall be deemed to include a company incorporated in a jurisdiction other than SouthAfrica.

1.8		As far as practicable, but at all times consistent with the terms of thisAgreement as a whole (and in particular clause 39.1), the Parties shalluse reasonable endeavours to resolve any conflict, inconsistency orambiguity between Applicable Laws. If any conflict, inconsistency orambiguity between the provisions of any two or more of the lawscomprising the Applicable Law cannot be so resolved, the conflictinglaws shall be interpreted in order of precedence as follows:


		First,		The law of the Republic of South Africa
		Second		The law of the Isle of Man
		Third		The law of Papua New Guinea

1.9		A reference to any statutory enactment shall be construed as areference to that enactment as at the Signature Date and as amended orsubstituted from time to time.

1.10		Reference to months or years shall be construed as calendar months(i.e. one or more of the twelve periods into which a conventional year isdivided) or conventional years (i.e. 1 January to 31 December).Reference to “days” shall be construed as calendar days unlessqualified by the word “business”, in which instance a “business day”shall be any day other than a Saturday, Sunday or public holiday asgazetted under any Applicable Law from time to time. Any reference to“business hours” shall be construed as being the hours between 08h30(eight hours and thirty minutes) and 17h00 (seventeen hours) on any business day.Any reference to time shall be based upon Greenwich Mean Time.

1.11		Unless specifically otherwise provided, any number of days prescribedshall be determined by including the first and excluding the last day or,where the last day falls on a Saturday, Sunday or public holiday, thenext succeeding business day.

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1.12		Where figures are referred to in numerals and in words, and there is anyconflict between the two, the words shall prevail, unless the contextindicates a contrary intention.

1.13		No provision herein shall be construed against or interpreted to thedisadvantage of a Party by reason of such Party having or beingdeemed to have structured, drafted or introduced such provision.

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

1.15		Unless specifically otherwise provided, all amounts in this Agreementare exclusive of Tax.

1.16		Any communication required to be in writing in terms of this Agreementshall only be valid if either written or printed in a paper based form. Theprovisions of the South African Electronic Communications andTransactions Act, 2002, in this regard are expressly excluded from thisAgreement.

1.17		This Agreement incorporates the annexes, which annexes shall have thesame force and effect as if set out in the body of this Agreement. In thisAgreement the word “Agreement” refers to this Agreement and thewords “clause” or “clauses” and“annexe” or “annexes” refer toclauses of and annexes to this Agreement.

1.18		References to a document shall be construed as a reference to thatdocument as amended, supplemented, novated or restated.

1.19		A reference to a person includes its permitted successors in title, itspermitted assignees and its permitted transferees.

1.20		In this Agreement -

1.20.1

“change in control” means a change in (i) the power to direct the managementand policies of an entity, whether

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through the ownership of voting capital, by contract or otherwise or(ii) ownership directly or indirectly of more than 50% (fiftypercent) of the share capital or similar right of ownership;

1.20.1.1

“continuing”, in the context of an Event of Default, means -

1.20.1.1.1		where an Event of Default or its consequences are incapable ofremedy that Event of Default is deemed to be continuing unlessit has been expressly waived in writing by the Lender and allconditions of such waiver have been fulfilled to the satisfactionof the Lender;

1.20.1.1.2		in any other case, that Event of Default is deemed to becontinuing unless and until either -

1.20.1.1.2.1		it has been expressly waived in writing by the Lender and all conditions of such waiver have been fulfilled to thesatisfaction of the Lender; or

1.20.1.1.2.2		it has been remedied within the applicable period allowedtherefor and the resulting position is that which it would havebeen if such Event of Default had not occurred; and

1.20.1.2

“arm’s length basis” means an arrangement or contract on termsthat are no more favourable to the other party to the relevantarrangement or contract as could reasonably be expected to beobtained in a comparable arrangement or contract with any personwhich is not an affiliate of or otherwise connected to the Borrower.

2 INTRODUCTION

2.1		The Lender, the Borrower, Harmony Netherlands and HGPS aremembers of the Group. At the Signature Date, HGPS holds 100% (onehundred percent) of the Shares of the Borrower.

2.2		The Borrower has requested the Lender to provide the Facility, and theLender has agreed to provide the Facility to the Borrower for the FacilityPurpose on the terms and conditions contained in this Agreement.

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3		SUSPENSIVE CONDITIONS

3.1		Save for the provisions of clause 1, this clause 3 and clauses 24 to 40 which willbecome effective immediately, this Agreement is subject to the fulfillment of thefollowing Suspensive Conditions -

3.1.1

the Lender has received -

3.1.1.1		copies of a resolution of the board of directors and the members of theBorrower (substantially in the form of annexes “D” or otherwise in a form and substancesatisfactory to the Lender) approving the terms of, and the transactions contemplated by, theFinance Documents and resolving that it execute the Finance Documents to which it is a party;

3.1.1.2		the approval of the central bank of Papua New Guinea necessary for the entryinto and performance of the transactions contemplated by any Finance Document orProject Document;

3.1.1.3		all Authorizations which the Lender reasonably considers to be necessary ordesirable in connection with the entry into and performance of the transactions contemplated by anyFinance Document or Project Document or for the validity and enforceability of anyFinance Document or Project Document, including any currency exchange control Authorizations;

3.1.1.4		a legal opinion to the Lender’s satisfaction from the Lender’s legal counsel inthe Territory and such other jurisdictions as may be required by the Lender, confirming inter alia- -

3.1.1.4.1		that all Material Contracts in respect of the Project and all ConstructionContracts have been entered into and have become unconditional in accordance with their termsand their terms and conditions are consistent with the Project Budget;

3.1.1.4.2		that all licences, certificates, permits and/or permissions requiredto conduct mining operations and all Environmental Approvals in respect of the Project have beenobtained;

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3.1.1.4.3		the legality and enforceability of the Security Documents,the borrower’s title to the Hidden Valley Tenements and the Borrower’s obligations under the FinanceDocuments (including the priority of claims on insolvency);

3.1.1.5		evidence or confirmation from the Borrower to the Lender’s satisfaction that -

3.1.1.5.1		the Borrower is the owner of the Hidden Valley Tenements free ofEncumbrances other than the Permitted Encumbrances;

3.1.1.5.2		each of the Finance Documents (other than this Agreement) and ProjectDocuments has been entered into and has become unconditional in accordance with its terms(save for any condition requiring that this Agreement becomes unconditional), and all documentsrequired to be delivered thereunder have been duly delivered;

3.1.1.5.3		each of the Security Documents which are required to be filed, recorded,stamped and/or registered in order to fully perfect the Security created thereunder has been dulyfiled, recorded, stamped and/or registered;

3.1.1.5.4		all Insurance cover is in place and all premiums have been paid and are upto date;

3.1.1.6		the Lender has received one duplicate original each of the duly executedSecurity Documents, together with evidence or proof of registration thereof with all applicableauthorities as required under Applicable Law;

3.1.1.7		written confirmation from the Lender’s Technical Adviser that it is satisfiedwith the Base Case Financial Model, the Current Model and the initial Project Budgets;

3.1.2

the Lender is satisfied -

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3.1.2.1		that construction of the Project is fully funded under the Facility, fromthird party or external financing or otherwise to the satisfaction of the Lender;

3.1.2.2		that no Material Adverse Change has occurred or is continuing;

3.1.2.3		no Event of Default or a Potential Event of Default has occurred or iscontinuing or would reasonably result from making an Advance.

3.2		Each of the Parties will use its best endeavours to procure the fulfilment of theSuspensive Conditions as soon as reasonably possible after the Signature Date.

3.3		Unless the Suspensive Conditions are fulfilled or waived by not later than 6 (six)months from the Signature Date (or such later date as may be agreed in writing by the Parties) theprovisions of this Agreement will fall away and be of no further force or effect and the status quoante will be restored as near as may be. In that event any costs incurred arising from thenegotiation of this Agreement or its subject matter will be borne by the Party incurring suchcosts. Neither Party shall have any claim against the other in terms hereof or arising from thefailure of the Suspensive Conditions, save for any claims arising from a breach of the provisionsof clause 3.2.

3.4		The Suspensive Conditions have been inserted for the benefit of the Lender who will beentitled to waive or defer fulfilment of one or more of the conditions, in its sole discretion, bywritten notice issued by the Lender to the Borrower. To the extent that the Lender -

	3.4.1		defers fulfilment, those Suspensive Conditions shall be fulfilled by the due dateof deferment as stated in the notice; or

	3.4.2		waives fulfilment, those Suspensive Conditions shall be deemed to have beenfulfilled.

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3.5

Notwithstanding anything to the contrary herein contained, the provisions of clause 1, thisclause 3 and clauses 24 to 40 will survive the failure of this Agreement to become unconditional.

4 FACILITY

4.1		Subject to the fulfilment or waiver of the Suspensive Conditions, the Lender herebymakes the Facility in a maximum amount equal to the Facility Amount available to the Borrower onthe terms and conditions contained in this Agreement.

4.2		Subject to clause 3 above, the Borrower shall be entitled to Advances against theFacility during the Availability Period as follows -

	4.2.1		as and when the Borrower wishes to draw down Advances under theFacility it shall furnish the Lender with a Draw Down Request duly executed by the personsspecified, on its behalf, to sign and despatch a Draw Down Requests pursuant to the resolutionreferred to in clause 3.1.1.1;

	4.2.2		each Draw Down Request shall be irrevocable and set out-

4.2.2.1		the amount of the applicable Advance; and

4.2.2.2		the applicable Advance Date which shall not be sooner than 5(five) business days and not later than 20 (twenty) business days after the date on which theapplicable Draw Down Request is delivered by the Borrower to the Lender;

	4.2.3		Advances shall only be made on business days during the Availability Period;

	4.2.4		Advances shall only be made in tranches of USD1,000,000 (onemillion United States Dollars) and shall be recorded by designated tranche, so that the FacilityOutstanding may at any time be reported by designated tranche and so that all Advances andinterest

Page 33

			on Advances under a designated tranche are clearly and separately identifiable from any othertranche;

	4.2.5		all Advances shall be used for the Facility Purpose and forno other purpose whatsoever, and the Lender shall be under no obligation to verify or confirm theapplication of the Advances by the Borrower.

4.3

Advances shall only be made on the following basis, namely -

4.3.1

the Lender being satisfied that -

4.3.1.1		the Advance will be applied to Project Costs;

4.3.1.2		no Material Adverse Change has occurred or is continuing;

4.3.1.3		no Event of Default or a Potential Event of Default has occurred or iscontinuing or would reasonably result from making the said Advance;

4.3.1.4		no event of Force Majeure has occurred and is continuing;

4.3.1.5		the Borrower is not in breach of any of its obligations under this Agreement;

4.3.2

the relevant Draw Down Request being accompanied by a summary of all relevantinvoices issued to the Borrower in respect of such Project Costs to be funded by the relevantAdvance (copies of which invoices shall be kept by the Borrower and be made available to the Lenderon request), accepted and countersigned by the Lender, substantially in accordance with theformat of the draft Acceptance Certificate attached hereto as annexe “E”.

4.4

The Lender may validly act on all information, instructions and requests contained in aDraw Down Request, without any liability or responsibility to verify or check the accuracy of suchinformation.

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4.5		In the event of the provisions of clause 4.3 not being complied with the Lender mayissue a draw stop notice and furnish a copy thereof to the Borrower, whereupon the Lender’sobligations under this Agreement to honour any Draw Down Request or make any Advance shall besuspended.

4.6		If the first Advance under this Agreement does not occur within 6 (six) months of theCommencement Date or such later date as may be agreed between the Parties in writing, thisAgreement shall, in the sole discretion of the Lender, be cancelled on written notice issued by theLender to the Borrower.

4.7		All Advances drawn against the Facility shall, in the absence of an express writtenagreement between the Borrower and the Lender to the contrary or unless this Agreement provides tothe contrary, be paid on the relevant Advance Date by electronic transfer into an accountnominated by the Borrower.

5 INTEREST

5.1		All the Advances made by the Lender to the Borrower against the Facility shall bearinterest for each of the Interest Period’s at the Interest Rate, which interest shall, subject toclause Error! Reference source not found., be payable on the Repayment Dates.

5.2		Any interest which accrues on any Advances shall -

	5.2.1		accrue on a daily basis;

	5.2.2		be capitalized to the Facility during the Availability Period;

	5.2.3		be calculated on the actual number of days elapsed and a 360 (three hundred andsixty) day year count convention; and

	5.2.4		be payable both before and after any judgment is taken against the Borrower.

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6 REPAYMENTS

6.1		The Borrower shall repay the Advances, together with all interest which accrues thereon from theFirst Advance Date until the Final Maturity Date, in the Instalment amounts and on the RepaymentDates as detailed in annexe “A”, as updated by the Lender from time to time.

6.2		Notwithstanding anything to the contrary herein contained, all Facility Outstandings shall be fullyrepaid on the Final Maturity Date.

7 PAYMENT COVENANTS

7.1

The Borrower shall make payment of all Instalments (plus all fees, charges and other payments dueto be paid by the Borrower to the Lender in accordance with the terms and conditions of thisAgreement whether in respect of interest, principal or otherwise) by paying such amounts in USD tothe Lender, free of exchange or other deduction and without the right of set-off or deferment oravoidance by virtue of any counterclaim or set-off, directly into the following account (or suchother account as the Lender may from time to time in writing designate) by 10h00 onthe due date for payment -


		Name of Account Holder:		HGM (Isle of Man) (Pty) Limited
		Branch:		[to be advised]
		Branch Code:
		Account Type:
		Account Number:

7.2		If the due date for payment of any amount described in clause 7.1 above is not a business day,the due date for payment shall be the next succeeding business day except if such next succeedingbusiness day falls into a subsequent month in which event the due date for payment shall be theimmediately preceding business day.

7.3		Save where otherwise specifically provided herein, all payments by the Borrower under thisAgreement shall be made in USD and free and clear of any Taxes, except to the extent that theBorrower is required by

Page 36

		Applicable Law to make payment subject thereto. If any Tax or amount in respect thereof must bededucted, or any other deductions must be made from any amounts payable or paid by the Borrowerunder this Agreement, the Borrower shall pay such additional amounts as may be necessary to ensurethat the Lender receives a net amount equal to the full amount which it would have received hadpayment not been made subject to such Tax or other deduction.

7.4		The Borrower shall -

	7.4.1		pay when due all Taxes required by Applicable Law to be deducted or withheld by itfrom any amounts paid or payable under this Agreement; and

	7.4.2		within 15 (fifteen) business days of the payment being made, deliver to the Lenderevidence satisfactory to the Lender (including all relevant Tax receipts) that the payment hasbeen duly remitted to the appropriate Authority.

7.5

A certificate or account signed by any manager of the Lender, whose appointment it willnot be necessary to prove, as to the existence and amount of the Borrower’s indebtedness to theLender hereunder at any time, whether actual or contingent or prospective and as to the fact thatany such amount is due and payable and/or as to any other fact, matter or thing, relating to theBorrower’s indebtedness to the Lender, including, without limiting the generality hereof, as to anycosts or expenses incurred by the Lender in connection with the enforcement or attemptedenforcement by it of any of its rights in terms of this Agreement, will, unless rebutted, besufficient proof of the contents thereof for the purposes of provisional sentence or summaryjudgment against the Borrower in any court and be treated as a liquid document for those purposes.Such certificate or account will be deemed to be sufficient particularity for the purposes ofpleading or trial in any action instituted by the Lender against the Borrower.

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8 AUDITED FINANCIAL STATEMENTS AND MANAGEMENT ACCOUNTS

8.1

The Borrower shall produce and deliver to the Lender for the duration of the Term -

	8.1.1		copies of its Audited Financial Statements for each Financial Year as soonas they become available but in any event not later than 6 (six) months after the last day of suchFinancial Year;

	8.1.2		copies of the Management Accounts as soon as they become available but in any eventnot later than 30 (thirty) business days after the last day of the quarter in question; and

	8.1.3		within 5 (five) business days of being requested to do so by the Lender, such otherinformation in relation to the business and financial position of the Borrower as the Lender mayreasonably require, including without limitation all minutes and resolutions of theBorrower, Borrower bank statements and account information.

8.2		The Borrower shall within 15 (fifteen) days of written request or such longer period asmay be agreed between the Parties in writing, provide the Lender with the updated Current Modeltogether with sufficient information, in form and substance as may be reasonably required by theLender, to enable the Lender to make an accurate assesment of the actual financial position of theBorrower.

8.3		The Borrower shall supply to the Lender all documents dispatched by the Borrower toits Shareholders at the same time as they are dispatched.

9		PROJECT BUDGETS

9.1		The Borrower shall produce and deliver to the Lender -

9.1.1

not later than 30 (thirty) days after the Signature Date, the Initial Project Budget;

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	9.1.2		not later than 30 (thirty) days before the beginning of each of its Financial Years(or such other time as may be agreed between the Parties in writing), a draft Project Budgetprepared by it for that Financial Year;

	9.1.3		not later than 30 (thirty) days after the beginning of each of its Financial Years,its Project Budget for that Financial Year, which shall be in the form agreed or otherwisedetermined in accordance with clause 9.2.

9.2		Within 10 (ten) business days of receipt of each draft Project Budget pursuant to clause 9.1the Lender shall notify the Borrower either that it approves or rejects the draft Project Budget.If it rejects the draftProject Budget, it shall state its reasons for so doing and the Borrower and the Lender shallnegotiate in good faith to agree the Project Budget. Failing such agreement by the date which is 15(fifteen) business days prior to the commencement of the Financial Year to which such draft ProjectBudget relates, such dispute shall be referred to an Expert for resolution in accordance withclause 11.

10		CURRENT MODEL

10.1		The Borrower shall make such revisions to the Current Model as may be reasonably required forthe purpose of -

	10.1.1		correcting any error in the form or structure of the Current Model; and/or

	10.1.2		incorporating any additional assumptions or amending the form or structure asadvised by the Lender,

within 10 (ten) business days of becoming aware of the need to revise the Current Model or beingrequired to revise the Current Model by the Lender, in either such case on one or both of thegrounds specified in clauses 10.1.1 and 10.1.2. If the Borrower fails to make such revisions, thenthe Lender may make such revision itself, in which case the Lender shall, at the reasonable expenseof the Borrower, do so.

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10.2		Any revisions that are required by the Borrower or the Lender shall beagreed with the Lender or the Borrower (as the case may be) and, failingagreement within 5 (five) business days, any dispute shall be referred tothe Expert for determination in accordance with clause 11.

10.3		If the Current Model is revised in accordance with clause 10.1, theLender or the Borrower (as the case may be) shall promptly notify theother of such revision and provide the other with a ‘read only’ computerdisk copy of the same.

SUBMISSIONS TO THE EXPERT

11.1		An Expert shall be a person having appropriate expertise with respect to,but no interest in the outcome of, the matter referred to him and shall beappointed by agreement between the Borrower and the Lender. Failingany such agreement within 5 (five) business days after the date onwhich the dispute may be referred to an Expert pursuant to this clause11.1, the Expert shall be the person nominated on the application ofeither the Borrower or the Lender to the South African Institute ofChartered Accountants or successor body whose appointment shall befinal and binding upon the Parties.

11.2		The Expert shall in making his determination have due regard to -

	11.2.1		the Current Model;

	11.2.2		the interests of both the Borrower and the Lender;

	11.2.3		changes in any facts or circumstances of whatever naturewhich may in the future affect the form and/or structure ofthe Current Model;

	11.2.4		new facts or circumstances of whatever nature whichwere not taken into account in determining the form andstructure of the Current Model; and

	11.2.5		good industry practice and the extent relevant, the termsof all Project Documents and Finance Documents.

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11.3		The Borrower and the Lender may each provide the Expert (with copiesto the other) with whatever supporting evidence they think appropriate.The Borrower and the Lender shall ensure that the terms of reference ofthe Expert contains the principles detailed in clauses 11.2.1 to 11.2.5.

11.4		Unless otherwise agreed between the Parties, the determination shall:

	11.4.1		take place in Johannesburg, Republic of South Africa; and

	11.4.2		be conducted in the English language.

11.5		The Expert shall be bound to give his decision within 10 (ten) days afterthe date of receipt of his instructions.

11.6		The Expert shall not be bound to choose either the proposal made bythe Borrower or that made by the Lender in respect of the matter indispute but shall be free to make his own determination of the issuereferred to him provided that for any determination to be final andbinding as contemplated by this clause 11.6, the determination of theExpert must be within the range of (which, for the avoidance of doubt,includes) the proposals made by the Lender and the Borrower in relationto the matter(s) in dispute. The Expert’s determination shall be used inthe relevant Approved Project Budget or Current Model (as the casemay be).

11.7		The Expert shall act as an expert in determining the matter referred tohim and not as an arbitrator and his decision shall (except in the case ofmanifest error) be final and binding upon the Parties and except that the Parties mayjointly approach the Expert to obtain clarification should any Party believe that theExpert’s decision is ambiguous or indeterminate.

11.8		The costs, fees and expenses of the Expert and the determination in anyreference in terms of this clause shall be borne by the Party nominatedby the Expert in the course of his determination, taking into account allfactors including but not limited to the outcome of the determination,provided that nothing herein shall prohibit the Expert from allocating thecosts between the Parties in any proportion which the Expert considersto be fair and equitable.

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CONSTRUCTION PROGRESS REPORTS

12.1		The Borrower shall during the performance of the construction of theProject Works within 30 (thirty) business days after the end of eachquarter, deliver to the Lender quarterly construction progress reports inrespect of the preceding 3 (three) month period.

12.2		The Borrower shall procure that the construction progress reportcontains at least such information as is required in terms of annexe “F”.

FAILURE TO DELIVER

In the event that the Borrower fails to prepare and deliver the information or documentsreferred to in clauses 8 to 12, in each case -

13.1		within the period prescribed for such delivery in such clauses; and

13.2		within 10 (ten) business days after written notice of such failure hasbeen sent to the Borrower by the Lender, such failure shall be an Event of Default.

VOLUNTARY PREPAYMENT

14.1

The Borrower shall be entitled to prepay all or any part of the FacilityOutstandings at any time after the first Advance Date, provided that -

14.1.1

the Lender is satisfied that the prepayment will not result in aMaterial Adverse Change, and provided further that -

14.1.1.1		the Borrower shall give the Lender 30 (thirty) business days priorwritten notice of its intention to make any voluntary prepayment;

14.1.1.2		the above notice shall be irrevocable, shall specify the date uponwhich such prepayment is to be made and the amount of suchprepayment;

14.1.1.3		the minimum amount of any prepayment shall beUSD1 000 000.00 (one million United States Dollars).

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14.1.1.4		any amount that has been prepaid may not be redrawn.

14.2		All amounts prepaid by the Borrower shall be -

	14.2.1		attributed to the Instalments in inverse order of maturityso that Instalments which are payable later in time shallbe deemed to have been prepaid prior to Instalmentswhich are payable earlier in time; and

	14.2.2		attributed first to interest which has accrued but which hasnot been paid and, thereafter, to capital.

MANDATORY PREPAYMENT

15.1		The Borrower will be required to make a mandatory prepayment of theFacility Outstandings, other than on an acceleration or as otherwiserequired in terms of this Agreement, from the proceeds of any Disposalin terms of clause 19.2.4.5, in amounts equal to such proceeds.

15.2		Any mandatory prepayments shall be attributed to the FacilityOutstandings in inverse order of maturity so that Instalments which arepayable later in time shall be deemed to have been prepaid prior toInstalments which are payable earlier in time.

15.3		Any amount that has been prepaid in terms of this clause 15 may not beredrawn.

TECHNICAL COMPLETION TEST

16.1

Technical Completion of the Project shall occur on the date on which the Lender –

	16.1.1		has received the certificates specified in annexe “H”;

	16.1.2		has obtained from the Lender’s Technical Adviserconfirmation of the matters certified in 16.1.1, includingthe additional confirmations specified in annexe “H”; and

	16.1.3		confirms to the Borrower that it is satisfied with thecertificates and confirmations received in terms of clauses

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16.1.1 and 16.1.2 above, and that all material provisions of thisAgreement have been complied with, including that no Event ofDefault or Potential Event of Default has occurred or is continuing.

16.2

Technical Completion shall also occur if at any time the Lender considers on reasonablegrounds that the requirements specified in annexe “H” have been complied with and delivers anotice in writing to the Borrower, declaring that Technical Completion has occurred.

INSURANCE

17.1		For so long as the Borrower is indebted to the Lender in terms of thisAgreement, the Borrower shall maintain the Required Insurance.

17.2		The payment of the premiums in respect of Insurance will be for theaccount of the Borrower and will be included in the Project Costs.

17.3		The Borrower shall procure that, upon the written request of the Lender,the Lender’s interests shall be noted as cessionary and first loss payeeon the policies in accordance with the Borrower Cession.

17.4		The Lender is to be provided with written confirmation annually on theinsurance renewal dates by the Borrower that the Insurance policieshave been renewed, premiums paid (or confirmation that they will bepaid in respect of any group policies, within 30 (thirty) days of renewal, as applicable), with the sums insured being specified.

POSITIVE UNDERTAKINGS

18.1

For the duration of the Term, the Borrower gives the undertakings contained in 18.2,18.3, 18.4 and 18.5 to the Lender. Each undertaking -

	18.1.1		is a separate and distinct undertaking;

	18.1.2		shall not be qualified by or limited with reference to anyother undertaking contained in 18.2, 18.3, 18.4 and 18.5,elsewhere in this Agreement or in any other FinanceDocument; and

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18.1.3

is material and has induced the Lender to enter into the FinanceDocuments.

18.2		General

		The Borrower shall –

	18.2.1		comply in all respects with all Applicable Law;

	18.2.2		comply all times with Environmental Laws and obtain allnecessary Environmental Approval in relation to theProject and specifically relating to the World BankEnvironment, Health and Safety Guidelines;

	18.2.3		ensure that the Audited Financial Statements areprepared in accordance with IFRS;

	18.2.4		obtain, comply with the terms of and do all that isnecessary to maintain in full force and effect allAuthorisations required in or by Applicable Law to enableit lawfully to enter into and perform its obligations underthe Finance Documents and the Project Documents, toconduct its business and affairs and to ensure the legality,validity, enforceability or admissibility into evidence in theRepublic of South Africa of any Finance Document and/orany Project Document to which it is a party;

	18.2.5		do all such things and take all such steps as may benecessary to ensure that any Material Contracts are notamended in any material manner without the prior writtenconsent of the Lender;

	18.2.6		procure that the Project is designed, constructed,completed, operated, maintained and run in a safe,efficient and business-like manner in accordance with –

18.2.6.1		Applicable Law;

18.2.6.2		the conditions imposed by any Authority; and

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18.2.6.3

reasonable and prudent international industry standards, wherefailure to do so would be reasonable likely to result in Material Adverse Change;

	18.2.7		file all necessary Tax returns timeously and pay all andany Taxes which it becomes obliged to pay and furnish tothe Lender, within 5 (five) business days of a writtenrequest, documentary proof that it has done so;

	18.2.8		supplement, from time to time, any information given by itto the Lender in respect of the transactions contained inthe Finance Documents and the Project Documents, inorder to ensure that such information remains completeand correct in all material respects;

	18.2.9		maintain its corporate existence, operate and dischargeits obligations as they fall due in accordance with theProject Documents, Project Budgets, good industrypractice and Applicable Law;

	18.2.10		properly maintain in good working order and condition, allmaterial assets necessary for its business operations andthe Project;

	18.2.11		take responsible steps to protect its assets from theft, lossor damage only enter into agreements, arrangements orcontracts on an arm’s length basis;

	18.2.12		use reasonable endeavours to ensure that no Event ofDefault occurs;

	18.2.13		use the Facility only for the purpose set out in thisAgreement;

18.3		Tenements

		The Borrower shall –

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	18.3.1		hold and maintain its interest in the Hidden ValleyTenements free of Encumbrances (other than PermittedEncumbrances);

	18.3.2		ensure that the Hidden Valley Tenements are notcancelled, suspended, reduced, surrendered, defaultedagainst, allowed to lapse or transferred except forstatutory surrenders under Applicable Law or with theprior written consent of the Lender;

	18.3.3		comply on time with and observe and perform allconditions and requirements of the Hidden ValleyTenements and do whatever may be reasonably requiredto keep the Hidden Valley Tenements in full force andeffect;

18.4		Security

		The Borrower shall –

	18.4.1		ensure that the Security is maintained, preserved anddisclosed in the Audited Financial Statements to theextent required in terms of IFRS;

	18.4.2		execute and deliver to the Lender a notarised deedconstituting an irrevocable power of attorney in theTerritory granting the Lender the power and right, in thename or on behalf of the Borrower without notice to orassent by the Borrower to take any actions and executeany instruments which are necessary to create, preserve,continue, perfect or validate any Security;

	18.4.3		procure that all Shareholder Claims are subordinated tothe claims of the Lender under this Agreement.

18.5		Notification of certain events and occurrences

		The Borrower shall –

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	18.5.1		forthwith and in writing advise the Lender it if becomesaware of the occurrence of any facts or circumstanceswhich does or could reasonably be expected to result in aMaterial Adverse Change or in the occurrence of an Eventof Default or a Potential Event of Default, givingparticulars of such facts and/or circumstances togetherwith full details of any step taken or proposed to remedyit;

	18.5.2		furnish to the Lender –

18.5.2.1		promptly, copies of any correspondence between the Borrowerand any applicable Authority relating to any termination, breach,fine, penalty or amendment of any Authorisation relating to theProject and copies of any waiver or deferment of the application ofApplicable Law relating to the Project by any Authority;

18.5.2.2		promptly, upon the same being approved by the Borrower, copiesof any compliance reporting certificate to be delivered to anyAuthority under the terms of any Authorisations which is material tothe Project;

18.5.2.3		promptly, notice of any material breach by the Borrower of anyAuthorisation or Applicable Law or any other event orcircumstance which entitles or which may reasonably be expectedto entitled a person to cancel, terminate or suspend anAuthorisation;

	18.5.3		promptly inform the Lender of any unscheduled stoppageor material disruption to production in respect of theProject which reasonably may be anticipated may endurefor a continuous period in excess of 5 (five) days;

	18.5.4		promptly inform the Lender of any change or notice whichrelates to or affects the Hidden Valley Tenements, miningor metallurgical methods, gold production or theobligations of the Borrower;

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	18.5.5		promptly inform the Lender of any stoppages as a resultof events of Force Majeure;

	18.5.6		promptly inform the Lender of any breach of anyEnvironmental Law and remedy that breach as soon aspractical;

	18.5.7		in the period prior to the Technical Completion Date,forthwith and in writing notify the Lender and the Lender’sTechnical Adviser of the occurrence of any of thefollowing events or occurrences in respect of the Projector, as the case may be, if it proposes to take any of thefollowing actions in respect of the Project upon becomingaware of the occurrence of the same or proposing to takesuch action –

18.5.7.1		any consultation in relation to, or resolution of any material disputeunder the Construction Contract to which the Borrower is a party orbecomes aware of, and the reference of any such dispute to thedisputes resolution procedure;

18.5.7.2		any suspension of the Project or portion thereof;

18.5.7.3		any material variation under the Construction Contract;

18.5.7.4		any extension of time granted under the Construction Contract.

	18.5.8		in the period following the Technical Completion Date,forthwith and in writing notify the Lender and the Lender’sTechnical Adviser of the occurrence of any of the eventsor circumstances referred to in annexe “G” of which it isaware or, as the case may be, if it proposes to take any ofthe actions referred to in annexe “G” in respect of theProject, together with details of any action proposed inrelation thereto;

	18.5.9		forthwith notify the Lender if any litigation, arbitration oradministrative proceedings are commenced against the

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Borrower or in respect of the Project which if adversely determinedwould or could reasonably be expected to result in a MaterialAdverse Change.

NEGATIVE UNDERTAKINGS

19.1

The Borrower gives the undertakings contained in clause 19.2 to theLender for the duration of the Term. Each of the aforesaid undertakings -

	19.1.1		is a separate and distinct undertaking;

	19.1.2		shall not be qualified by or limited with reference to anyother such undertaking and/or any other undertakingcontained elsewhere in this Agreement or in any FinanceDocument; and

	19.1.3		is material and has induced the Lender to enter into theFinance Documents.

19.2

The Borrower shall not, without the Lender’s prior written consent orsave as otherwise set out in this Agreement -

	19.2.1		create or permit to subsist any Encumbrance over any ofthe Borrower’s present or future assets mineral and/ormining rights except for Permitted Encumbrances;

	19.2.2		conclude any transaction of any nature whatsoever withany third person whatsoever if the purpose and/or effectof such transaction is to create Financial Indebtedness,other than -

19.2.2.1		Financial Indebtedness owing at the Signature Date;

19.2.2.2		Financial Indebtedness contemplated in the Approved ProjectBudget or otherwise in accordance with this Agreement;

19.2.2.3		Financial Indebtedness incurred in respect of the financing ofequipment used to carry out the Project;

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	19.2.3		cease, suspend or fail to maintain its business activitiesand operations as conducted on the Signature Date ordecrease its interest in the Project or relinquish, abandonor cancel its participation in the Project;

	19.2.4		Dispose, whether by one or more transactions or series oftransactions (whether related or not and whethervoluntarily or involuntarily) the whole or a material portionof its assets mineral and/or mining rights, including theHidden Valley Tenements except –

19.2.4.1		a disposal of an asset or property which is intended to be (andwithin 6 months thereafter, is) replaced or upgraded by anotherasset or other property of comparative utility and function within 6(months) of such disposal;

19.2.4.2		a disposal of an asset or property which is worn out or obsolete;

19.2.4.3		a disposal of an asset or property in accordance with a PermittedEncumbrance;

19.2.4.4		a disposal of an asset or property for fair market value where thevalue of such disposal(s) does not exceed $5,000,000 inaggregate in any 12 (twelve) month period;

19.2.4.5		a disposal of up to 5% (five percent) of the Project to the PapuaNew Guinea Authorities or a land owner group in accordance withthe provisions of the Hidden Valley Tenements, or any agreemententered between the Borrower and such persons before theSignature Date and disclosed to the Lender in writing, or any suchsubsequent agreement on such terms and conditions approved ofby the Lender in writing;

19.2.5

lend any money to any third person or provide any creditto any third person, except in accordance with the CurrentModel or otherwise with the prior written approval of theLender;

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	19.2.6		amend its founding or constitutional documentation;

	19.2.7		cease to be a member of the Group;

	19.2.8		merge or consolidate with any other person or otherwiseengage in any corporate restructuring of the Borrowerwhere such merger, consolidation or reconstruction hasthe effect that the Borrower ceases to be a member of theGroup. For the avoidance of doubt, this does not prohibitthe sale or transfer of some or all of the Shares by anymember of the Group to any other member of the Group,provided that the Borrower shall at all times remain amember of the Group;

	19.2.9		change its Financial Year end;

	19.2.10		change its accounting policy and practice except to theextent to which it is necessary to do so in order to complywith IFRS;

	19.2.11		consent to any amendment, alteration, cancellation orvariation of any of the Finance Documents and/or ProjectDocuments to which it is a party;

	19.2.12		enter into any Material Contract other than thosecontemplated in the Project Budget or otherwise inaccordance with this Agreement;

19.2.13		issue or repurchase any Shares or alter any rights inexistence at the Signature Date hereof attaching to suchShares other than –

19.2.13.1		in compliance with any peremptory provisions of Applicable Law;

19.2.14

form or have any subsidiary, or make any investments inany person or enterprise (including own any shares in anycompany) save as required or permitted by the FinanceDocuments to which it is a party;

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	19.2.15		use the proceeds of the Facility to acquire any subsidiaryor assets comprising a business or to subscribe for equityin any entity;

	19.2.16		incur any capital expenditure not expressly included in theCapital Costs or provided for in the Base Case FinancialModel or the Current Model;

	19.2.17		enter into any agreement, arrangement or contract withany entity unless such agreement, arrangement orcontract is entered into on an arm’s length basis;

	19.2.18		consent or agree to a change in control of the Borrower;

	19.2.19		in any proceedings in relation to any of the ProjectDocuments or Finance Documents to which it is a party,claim for itself or any of its assets, mineral and/or miningrights or revenues, immunity from suit, execution,attachment or other legal process;

	19.2.20		do or omit to do anything or acquiesce in any act oromission the effect of which could or might jeopardise theability of the Borrower to meet its obligations under theProject Documents or the Finance Documents;

	19.2.21		permit to be done, anything which might be expected toresult in the cancellation or revocation, in any mannerwhatsoever, of any Authorisation;

	19.2.22		make any Restricted Payments unless a period of 1 (one)year has elapsed after the Technical Completion Dateand as at such date no Event of Default or Potential Eventof Default has occurred or is continuing and the making ofsuch Restricted Payment will not result in a MaterialAdverse Change;

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REPRESENTATIONS AND WARRANTIES

20.1		Each representation and warranty set out in this Agreement shall be aseparate representation and warranty and shall (except as otherwiseexpressly stated) in no way be limited or restricted by reference to orinference from the terms of any other representation and warranty.

20.2		The Borrower acknowledges that it makes the representations and givesthe warranties in this clause 20 with the intention of inducing the Lenderto enter into this Agreement and that the Lender enters into thisAgreement on the basis of, and in full reliance on, each suchrepresentation and warranty.

20.3		The representations and warranties set out in this clause 20 shall bedeemed to be repeated upon the Commencement Date, each AdvanceDate, each Repayment Date and on each day in between such dates.

20.4		The Borrower represents and warrants to the Lender that as of theCommencement Date -

	20.4.1		the Borrower is a company existing in accordance withthe laws of the Territory and possesses the capacity tosue or be sued in its own name and has the power to ownits assets, mineral and/or mining rights and carry on itsoperations as it is now being conducted;

	20.4.2		it is duly authorised, under its founding or constitutionaldocuments, to execute or conclude the FinanceDocuments and the Project Documents to which it is aparty, and the ancillary documents thereto;

	20.4.3		each of the Project Documents and Finance Documentsto which it is a party, and the ancillary documents thereto,constitute legal, valid and binding obligations of theBorrower enforceable in accordance with their terms;

	20.4.4		it has an issued share capital of 528,792,629 Shares;

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	20.4.5		no Shares have been issued to employees, directors orany other persons pursuant to any Borrower shareincentive, participation or bonus scheme;

	20.4.6		the obligations of the Borrower under this Agreement are direct, general and unconditional obligations of theBorrower and rank at least pari passu with all other present and future unsecured and unsubordinatedFinancial Indebtedness of the Borrower;

	20.4.7		the Borrower is not in breach of or in default under any other agreement to which it is a party or which is bindingon any of its assets, or under its founding or constitutionaldocuments, which if adversely determined would or couldreasonably be expected to result in a Material AdverseChange;

	20.4.8		any Financial Indebtedness (other than Financial Indebtedness incurred with the knowledge of the Lenderin respect of the financing of equipment used to carry outthe Project) which may be incurred by the Borrower on orafter the Signature Date will be subordinated to the claimsof the Lender under this Agreement;

	20.4.9		Financial Indebtedness incurred with the prior writtenconsent of the Lender in order to repay or prepay in full, inaccordance with the provisions of this Agreement, the FacilityOutstandings, provided that such indebtedness does not subsist for aperiod of longer than 5 (five) business days prior to the prepaymentof the Facility Outstandings;

	20.4.10		the entry into and performance of the Project Documentsand Finance Documents and the transactionscontemplated therein do not conflict with -

20.4.10.1

any Applicable Law including Environmental Law; or

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20.4.10.2		any agreement or document to which the Borrower is a party orwhich is binding upon it or any of its assets;

20.4.10.3		any court order or decision by any arbitrator, arbitral tribunal orgovernment authority, which is binding on the Borrower;

20.4.11

no Event of Default or Potential Event of Default -

20.4.11.1		has occurred or is continuing under or in respect of any agreementor document to which the Borrower is a party or by which it may bebound, including this Agreement;

20.4.11.2		might reasonably be expected to result from the conclusion of thisAgreement or the making of any of the Advances to the Borrower;

	20.4.12		the Borrower has good title to all its assets which arereflected in the Audited Financial Statements at the timethat they are made available to the Lender and theBorrower has not Disposed of or Encumbered suchassets, save as reflected in such Audited FinancialStatements or in terms of the Security Documents or thisAgreement;

	20.4.13		save as provided in this Agreement and the ProjectDocuments or Finance Documents, the Borrower is notliable contractually, whether contingently or otherwise andwhether as surety, co-principal debtor, guarantor orindemnitor, for the liabilities of any third party;

	20.4.14		save as provided for in the Project Documents or FinanceDocuments, the Borrower is not -

20.4.14.1		under any obligation to pay any royalties, license fees, and is not bound by anyprofit-sharing or royalty agreement or other similar arrangement in respect of any HiddenValley Tenement, save for -

20.4.14.1.1		mandatory royalty payments to the central bank of the Territoryin accordance with the terms and conditions of the Hidden Valley Tenements;

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20.4.14.1.2		any existing third party royalties under Permitted Encumbrances;

20.4.14.2		party to any management contract or similar arrangement whereby its business or operations are managed by any other person, save for –

20.4.14.2.1		a cost sharing arrangement with various other members of the Group;

20.4.14.2.2		a labour supply arrangement with various other members of the `Group;

	20.4.15		save as otherwise set out herein, all Authorisationsrequired in connection with the entry into andperformance by the Borrower and the validity andenforceability against it of the Project Documents orFinance Documents to which the Borrower is or will be aparty and the transactions contemplated thereby havebeen obtained or effected and are of full force and effectand no steps have been taken against the Borrower forthe revocation, variation or refusal of any materialAuthorisation in respect of the Project and all fees (if any)payable in connection therewith, if due, have been paidand no event of default (howsoever described) hasoccurred in the performance of any of the terms orconditions thereof which is material to the effectiveness ofany of the aforegoing;

	20.4.16		the Borrower is in full compliance with all EnvironmentalLaws and all Environmental Approvals are in full force andeffect. There are no acts, omissions, events, state of factsor circumstances of which it is aware, after reasonableinquiry, which may be expected to prevent it being in fullcompliance with any Environmental Laws;

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	20.4.17		there are no acts, omissions, events, state of facts orcircumstances which have resulted in any third party(including any Authority) taking any action or making anyclaim against it under any Environmental Laws arising outof or in connection with the Project including anyrehabilitation or remedial action (in particular in relation tocontaminated land) or the revocation, suspension,variation or non-renewal of any Environmental Approvaland it has no notice of any complaints, demands, civilclaims or enforcement proceedings or of any actionrequired by any regulatory authority and, there are noinvestigations pending or threatened in relation to itsfailure to obtain any Environmental Approval or complywith any Environmental Laws, including the World BankEnvironment, Health and Safety Guidelines;

	20.4.18		its most recent Audited Financial Statements wereprepared in accordance with IFRS and fairly present theirrespective financial condition and affairs at the date andfor the accounting period to which they relate;

	20.4.19		there has been no change in the financial condition of theBorrower since the end of the applicable accountingperiod referred to in 20.4.18 which constitutes a MaterialAdverse Change;

	20.4.20		there is no litigation, arbitration or administrativeproceeding current or pending against, to the best of theBorrower’s knowledge and belief, threatened against theBorrower which, if adversely determined, could result in aMaterial Adverse Change other than as disclosed in termsof this Agreement and which is being contested in goodfaith;

	20.4.21		all information (as supplemented from time to time),including, without limitation that has been made available or will hereafter be made available to the Lender by the

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			Borrower or any of its representatives in connection with thetransactions envisaged in the Finance Documents and in the ProjectDocuments is and will at all times be complete and correct in allrespects and does not and will not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to makethe statements or calculations contained therein not misleading in thelight of the circumstances under which such statements or calculationswere or are made;

	20.4.22		the Borrower has made a full and complete disclosure tothe Lender of its affairs, its assets, liabilities andoperations and all material information of whatsoevernature or kind has been disclosed to the Lender (or shallbe disclosed to the Lender in terms of this Agreement)which is material to the decision of the Lender to enterinto this Agreement;

	20.4.23		no legal suit, action, proceeding or process or any othersteps have been taken or, to the best of the Borrower’sknowledge and belief (and after making reasonableenquiries) have been threatened for the winding up orliquidation (whether voluntary or involuntary, provisionalor final), judicial management (whether provisional orfinal) or de-registration of the Borrower or for theappointment of a liquidator, judicial manager or similar officer over theBorrower or over any of the assets of the Borrower;

	20.4.24		the initial Construction Budget will not differ in anymaterial respect from the Base Case Financial Model andincludes estimates made in good faith of all Capital Costsexpected by the Borrower to be incurred in the period towhich such Construction Budget relates;

	20.4.25		the initial Operating Budget will not differ in any materialrespect from the Base Case Financial Model and includes

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			estimates made in good faith of all Operation and Maintenance Costsexpected by the Borrower to be incurred in the period to which suchOperating Budget relates;

	20.4.26		it is not required to make any deduction or withholdingfrom any payments under the finance documents, exceptfor Taxes in respect of which gross-up is provided for;

	20.4.27		the Security evidenced by the Security Documentsconstitutes valid security capable of perfection and allformalities for registering the Security Documents havebeen complied with and all duties have been paid or willbe paid in any applicable time period in accordance withApplicable Law;

	20.4.28		it cannot claim immunity from suit or action; and

	20.4.29		the Required Insurance is in place and in full force andeffect, and all renewals are in place or have beenobtained;

	20.4.30		since the Signature Date no facts or circumstances haveoccurred which may result in a Material Adverse Change.

21		SET UP COSTS

21.1		The Borrower shall upon request pay to the Lender on the earlier of -

	21.1.1		the first Advance Date; or

	21.1.2		3 (three) months after the Signature Date,

21.2

all costs incurred by the Lender in drafting and negotiating the FinanceDocuments and Project Documents, all costs relating to the registrationof Security and all statutory and/or legal and/or audit and/or out-of-pocket expenses of the Lender incurred in connection with the Project.The amounts referred to in clause 21.1 shall, if due on the first Advance

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		Date, be included in the amount of the relevant Advance, but withheld from the amountactually advanced to the Borrower.

21.3		Notwithstanding clause 21.2, the said amount will be deemed to have been Advanced to theBorrower and paid by the Borrower to the Lender in settlement of the said costs.

22		CHANGE IN LAW

22.1		If by reason of -

	22.1.1		any Change in Law; and/or

	22.1.2		any directive, requirement, request or guidance, after theSignature Date, (whether or not having the force of law) orthe interpretation of any directive, requirement, request orguidance now existing of any central bank or any otherfiscal, monetary, regulatory or other Authority; and/or

	22.1.3		a requirement or a request by any Authority, to pay Taxesor other amounts whatsoever or to maintain special deposits or reserve assets,

		there are any Increased Costs, then the Borrower shall forthwith on demand pay to theLender the amount of any Increased Costs incurred by the Lender with effect from thedate of such change to compensate the Lender for such Increased Costs, whetherretrospectively or not.

22.2		The Lender shall deliver a certificate setting out of the amount of suchIncreased Costs incurred by the Lender to the Borrower in terms of clause 7.5.

22.3		Clause 22.1 shall not apply to any Increased Cost attributable to anychange in the rate of income tax on the overall net income of the Lender.

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23		EVENTS OF DEFAULT

23.1		Each of the following events shall constitute an Event of Default (whether or not causedby any reason whatsoever outside the control of the Borrower or any other person) -

23.1.1 Breach

A breach of any term, condition, obligation, positive or negative covenant,undertaking, warranty or representation in any of the Project Documents or FinanceDocuments by the Borrower or any other party to the applicable Project Documentsor Finance Documents, which if capable of cure in the Lender’s opinion, has notbeen so cured within 10 (ten) days of the breach having occurred or such longerperiod as the Parties may agree in writing.

23.1.2 Unlawfulness

The unlawfulness, illegality, invalidity, unenforceability or repudiation of anyof the Project Documents or the Finance Documents or any material obligationthereunder, or non-compliance of the Project Documents or Finance Documents withany agreement to which the Borrower is a party, including any Project Document orany transaction in connection with it being or becoming (or being claimed to be)wholly or partly void, voidable or unenforceable.

23.1.3 Material Contracts

Non-fulfilment by the Borrower of a material term of or the breach, suspension,revocation, cancellation or termination of any Material Contract relating to thebusiness operations of the Borrower which is likely to result in a Material AdverseChange.

23.1.4 Invalidity of Security

The Security or any part thereof -

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23.1.4.1		for any reason ceasing to be in full force and effect underApplicable Law or being alleged by the Borrower to be ineffective;or

23.1.4.2		otherwise ceasing to constitute valid, first-ranking security inrespect of the relevant asset(s) or revenue

and the Borrower failing to restore or procure the restoration of the Securitywithin 10 (ten) business days of being required to do so by the Lender or suchlonger period as the Parties may agree in writing.

23.1.5 Insurance

Any Required Insurance ceasing to be sufficiently maintained in terms of thisAgreement or becoming commercially unavailable to the Borrower (but remainingavailable to participants in the mining industry generally, as determined by theInsurance Adviser).

23.1.6 Abandonment

The abandonment or relinquishment by the Borrower of a material portion of itsbusiness or business assets or the suspension (other than in circumstances ofForce Majeure) of construction, operations or activities in respect of theProject.

23.1.7 Non-payment

Non-payment of any amount due by the Borrower in terms of this Agreement.

23.1.8 Insolvency

23.1.8.1		The Borrower is, or is deemed for the purposes of Applicable Law,to be unable to pay its debts as they fall due or admits in writing itsinability to pay its debts as they fall due; or

23.1.8.2		any third party takes any action, steps or proceedings against theBorrower -

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23.1.8.2.1		for compulsory, provisional or final sequestration, winding-up,liquidation, compromise, administration order, curatorship,judicial management, dissolution, or administration; or

23.1.8.2.2		for the appointment of a receiver, administrator, trustee,liquidator, judicial manager or similar officer or of any or all ofthe Borrower’s assets or revenues; or

23.1.8.3		the Borrower itself takes any action, steps or proceedings -

23.1.8.3.1		for voluntary or compulsory, provisional or final sequestration,winding-up, liquidation, compromise, administration order,curatorship, judicial management, dissolution, or administrationin relation to itself or its assets; or

23.1.8.3.2		for the appointment of a receiver, administrator, trustee,liquidator, judicial manager or similar officer or of any or all of itsown assets or revenues;

23.1.9 Attachment

Any attachment, sequestration, execution or distress is levied against, or anencumbrancer takes possession of the whole or any part of the property,undertaking or assets of the Borrower; or the insolvency, liquidation, bankruptcy,administration, receivership, curatorship or distress or execution against anymaterial assets of the Borrower.

23.1.10 Default Judgments

The Borrower suffers any default judgment against it to remain unsatisfied formore than 10 (ten) business days after having become aware thereof or rescissionof any such judgment has not been obtained within 20 (twenty) business days afterthe judgment came to the attention of the Borrower.

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23.1.11 Claim of immunity

Any party to a Project Document or Finance Documents being entitled to claim foritself or any of its assets or revenues immunity from suit, execution, attachment orother legal process.

23.1.12 Moratorium

Any procedural step (including petition, proposal or convening a meeting) being takenwith a view to a composition, assignment, arrangement, standstill or moratorium withany creditors of the Borrower.

23.1.13 Completion

A failure by the Borrower to achieve Technical Completion within 6 (six) months of thescheduled Technical Completion Date as set out in the Base Case Financial Model, orsuch other date as the Parties may agree to in writing.

23.1.14 Material Adverse Change

A Material Adverse Change occurs.

23.1.15

Force Majeure

An event of Force Majeure continuing for a period in excess of 60 (sixty) days (savethat such Force Majeure event shall not be an Event of Default if payments due in terms of this Agreement continue to be made in fulland when due).

23.1.16 Untrue Statement

A material representation, warranty or statement made or repeated in or in connectionwith the Project Documents or Finance Documents or in any document delivered by or onbehalf of the Borrower under or in connection with the Project Documents or FinanceDocuments is untrue or incorrect in any material respect, when made or repeated.

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23.1.17 Civil War etc

Civil war, insurrection, rebellion or revolution occurs in the Territory or change in thecommercial, economic political situation in the Territory occurs which results in a MaterialAdverse Change, as determined in the Lender’s sole and absolute discretion.

23.1.18 Cross Default

An event of default (howsoever described) occurs under any document relating to the FinancialIndebtedness of the Borrower or any Financial Indebtedness becomes prematurely due and payableor is placed on demand as a result of an event of default (howsoever described) under thedocument relating to that Financial Indebtedness, whether or not the Borrower is disputing anysuch event of default, acceleration or placing on demand.

23.1.19 Acceleration

The Borrower fails to pay any Financial Indebtedness when due and any such failure continues formore than any applicable period of grace, if any, or any such Financial Indebtedness becomesprematurely due and payable or is placed on demand, or any creditor of the Borrower becomesentitled to declare any such Financial Indebtedness prematurely due and payable or to place iton demand, or any undertaking, acknowledgement, suretyship, guarantee or indemnity given by theBorrower in respect of Financial Indebtedness is not paid in accordance with its terms when ademand is made thereunder within 5 (five) business days of the due date for payment thereunder.

23.1.20 Encumbrances

Any Encumbrance securing Financial Indebtedness over any asset of the Borrower becomesenforceable.

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23.1.21 Compliance with Authorisations and Agreements

At any time any material agreement or Authorisation applicable or required to beexecuted, complied with, fulfilled, obtained, amended, renewed, extended orperformed in order -

23.1.21.1		to ensure the legality, validity, binding nature and enforceability ofthe Borrower’s obligations under the Project Documents orFinance Documents; or

23.1.21.2		to carry out the Project and of the Borrower’s business andoperations generally; or

23.1.21.3		to enable any person lawfully to enter into and perform theobligations expressed to be assumed by it in the ProjectDocuments or Finance Documents to which it is a party, or

23.1.21.4		to ensure that the obligations expressed to be assumed by anyperson in the Project Documents or Finance Documents to whichsuch person is a party are legal, valid and binding and enforceableagainst it in accordance with the terms thereof,

is not done, fulfilled, obtained, renewed, extended, complied with or performedwhen so required or is otherwise lost, terminated, adversely amended, not renewed,revoked, expropriated, nationalised, confiscated, suspended or varied or ceases tobe in full force and effect.

23.1.22

Operation of Project

The Borrower is prevented by Applicable Law or pursuant to any Authority decisionor action or for any other reason from conducting and/or operating all or part ofthe Project where such interruption of service may be expected (in the soleopinion of the Lender) to result in a Material Adverse Change.

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23.1.23 Change of Business

A change in the business or operations of the Borrower occurs or the Borrowerceases, or threatens to abandon or cease to carry on all or a substantial part ofits operations, in the Lender’s sole and absolute discretion and determination.

23.1.24 Amendment to Facility

An alteration or amendment to the Facility repayment schedule or any Repayment Datesoccurs other than in accordance with the terms of this Agreement.

23.1.25 Illegality

There is a change in Applicable Law which renders, will render or may have the effectof rendering any of the Project Documents or Finance Documents or anything done or tobe done pursuant thereto illegal, invalid or unenforceable and the Parties in goodfaith fail to rectify such illegality, invalidity or enforceability (provided suchillegality, invalidity or enforceability is capable of being rectified), or do notagree upon alternative acceptable provisions, within 5 (five) business days or suchlonger period as may be agreed between the Parties in writing, after receipt ofnotice from the Lender advising the Borrower of the relevant change.

23.1.26 Damage or Destruction

A material portion of the Borrower’s and/or the Project’s business assets (includingany systems, plant, hardware and/or software of the Project) are substantiallydamaged or destroyed whether through an event of Force Majeure or otherwise andInsurance will be insufficient to –

23.1.26.1		repair or rebuild the same within a reasonable time and/or

23.1.26.2		fully compensate the Borrower for any loss, where such loss has or is likely to result ina Material Adverse Change.

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23.1.27 Insufficient Ore Reserves and Resources

23.1.27.1

In the reasonable opinion of the Lender, the aggregate of–

23.1.27.1.1		the proved and probable recoverable ore reserves of the Borrower which are charged on afirst ranking basis by the Security; and

23.1.27.1.2		the resources of the Borrower which are charged on a first ranking basis by theSecurity (taking into account the Borrower’s historic and probable future resourceconversion factors),

are such that the Borrower will be unable to meet its present and future obligationsunder the Project Documents or this Agreement and the Borrower does not address theconcerns of the Lender in respect of the shortfall to the Lender’s satisfaction(acting reasonably) within 30 (thirty) days of receiving notice of the Lender’sopinion or such longer period as the Parties may agree in writing.

23.1.28 Nationalisation

Any of the Shares or any part of the Project, the Borrower Revenues or the ProjectWorks or assets, Hidden Valley Tenements or any other mineral and/or mining rightsof the Borrower are seized, nationalised, expropriated, requisitioned and/oracquired, save for an allocation of Shares to the Territory, a land owner group orits organs of government in accordance with any terms and conditions of the HiddenValley Tenements or the provisions of any Applicable Law in place and existing onthe Signature Date;

23.1.29 Change in Control

Unless otherwise permitted by, provided for or authorised by –

23.1.29.1		the Project Documents;

23.1.29.2		a term or condition of the Hidden Valley Tenements or a provision of any agreement,Permitted Encumbrance or Applicable Law in

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place and existing on the Signature Date and disclosed to the Lender in writing;or

23.1.29.3

written agreement of the Lender in the Lender’s sole discretion,

100% (one hundred percent) of the Shares cease to be directly and beneficially ownedor controlled by members of the Group;

23.1.30 Change in Law

A Change in Law occurs which constitutes a Material Adverse Change.

24 TERMINATION

Forthwith upon the occurrence of an Event of Default or Potential Event of Default and at anytime thereafter, if such event is continuing, the Lender shall be entitled, without prejudice toany other rights which the Lender might have, by notice to the Borrower issued by the Lender, to–

24.1		declare any amounts available but undrawn under the Facility automatically cancelledand to declare that no further Advances be made available for draw down under such Facility;and/or

24.2		declare that the obligations of the Lender in terms of this Agreement shall be cancelledforthwith, whereupon the same shall be so cancelled; and/or

24.3		accelerate and declare all amounts owing in terms of this Agreement immediately due andpayable, notwithstanding that such amounts may not otherwise have been due and payable,whereupon the same shall become immediately due and payable, including fees, penalties, costsand charges; and/or

24.4		claim payment of such damages including, costs and other amounts incurred in consequence ofsuch Event of Default from the Borrower in terms of this Agreement; and/or

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24.5

enforce all or any of the Borrower’s rights under the Project Documents or FinanceDocuments (including, without limitation, any right of the Borrower to terminate any ofthese documents or agreements), for which purpose the Borrower irrevocably appoints theLender as its agent to perform all acts and to sign all documents and all Authorisationson its behalf necessary to enforce such rights; and/or

24.5.1

take legal action to take-over, perfect, attach, realise or sell anySecurity taken or referred to in this Agreement in accordance with ApplicableLaw; and/or

24.6

set off any obligation (whether or not mature) owed by the Borrower under this Agreementagainst any other obligation (whether or not mature) owed by the Lender to the Borrower,regardless of the place of payment, booking branch or currency of either obligation. If theobligations are in different currencies, the Lender may convert either obligation at a marketrate of exchange for the purpose of the set-off. If either obligation is unliquidated orunascertained, the Lender may set off an amount estimated by it in good faith to be the amountof that obligation.

APPLICATION OF PAYMENTS AFTER AN EVENT OF DEFAULT AND NON-CANCELLATION

25.1

Should this Agreement, notwithstanding the occurrence of an Event of Default, not becancelled, and should the Lender in the exercise of anyof its rights under clause 24 of this Agreement be receiving periodic payments orInstalments from the Borrower, the Lender or any person nominated by the Lender shallapply the payments received in the following order –

	25.1.1		firstly, to pay Project Costs;

	25.1.2		secondly, to make payment of all costs, charges, expenses andliabilities (and all interest thereon) incurred by the Lender in connectionwith carrying out or

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purporting to carry out its duties and exercising their powers anddiscretions under the Finance Documents;

	25.1.3		thirdly, to make payment of interest and capital owed to the Lender (excludingdamages suffered by the Lender) in terms of this Agreement;

	25.1.4		fourthly, to make payment of any damages suffered by the Lender; and

	25.1.5		fifthly, to the extent that there is any surplus, to make a mandatoryprepayment of the Facility Outstandings.

25.2

The Lender may in its discretion vary the order set out in the priority of paymentscontained in this clause 25, which will override any appropriation made by the Borrower.

26 ARBITRATION

26.1		Subject to clause 11, any claim, dispute or conflict between the Parties pursuant to thisAgreement will be referred for arbitration subject to the then prevailing Rules of Arbitrationof the International Chamber of Commerce.

26.2		The place of arbitration shall be Johannesburg. The arbitration shall be conducted in theEnglish language and any documents presented at such arbitration in a language other thanEnglish shall be accompaniedby an English translation thereof. The arbitrators shall decide such dispute inaccordance with the laws of the Republic of South Africa, being the jurisdiction ofincorporation of the Lender’s holding company.

26.3		The arbitrator’s decision shall be final and binding on all the parties and be effective asit was made an order of any competent court at the instance of any Party. When the arbitratordelivers his award he will do so by way of a written statement incorporating the findings offact determined by him and forming the reasons for the award as well as the full reason forjustifying the award.

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26.4

Nothing herein contained will be deemed to prevent or prohibit a Party to thearbitration from applying to the appropriate court for urgent relief or for judgment inrelation to a liquidated claim.

27 CONFLICTS

In the case of any conflict or inconsistency between this Agreement (with respect to therights and obligations of the Parties prior to enforcement and the conditions in terms ofwhich Security interest may be enforced), and any Security Document, this Agreement shallprevail.

28 ALLOCATION OF PAYMENTS

Notwithstanding anything to the contrary herein contained, the Lender will be entitled toallocate all and any payments by the Borrower to any indebtedness of the Borrower to theLender in terms of this Agreement and the Borrower waives all and any rights that it mayhave to name the debt in respect of which such payment is made.

29 INDEMNITY

The Borrower hereby indemnifies the Lender against and undertakes to pay the Lender, onpresentation of an invoice from a third party or, where there is no invoice from a thirdparty, other evidence to the Borrower’s reasonable satisfaction, any cost, claim, loss,damages, expense (including legal fees) or liability which any Lender may sustain or incuras a result of -

29.1		the application of Taxes in relation to any payment received or receivable (or any paymentdeemed to be received or receivable) under the Finance Documents, subject to clause 22;

29.2		any breach by the Borrower in the performance of any of the obligations expressed to beassumed by it in the Project Documents or Finance Documents; and

29.3		any actual or alleged breach by the Borrower of any Environmental Law or EnvironmentalApproval or failure by the Borrower to obtain or comply with any Environmental Law orEnvironmental Approval in relation to the Project.

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30 ILLEGALITY

If at any time after the Signature Date it is or becomes unlawful in any jurisdiction, orcontrary to any lawful and binding request from or requirement of any Authority, for theLender to perform any of its obligations under this Agreement then the Lender shall promptlyafter becoming aware of the same notify the Borrower by way of a certificate signed by adirector or manager of the Lender (or a person of an equivalent or higher level ofauthority), whose appointment or designation it will not be necessary to prove, to thateffect and if the Lender so requires, the Borrower shall by not later than such date as theLender shall have specified (such date not being earlier than 3 (three) months after thedate of such certificate) repay the Facility Outstandings in full together with any and allother amounts then due to the Lender under or in terms of this Agreement.

31 RENEGOTIATION

The Lender reserves the right to convert the Facility to that repayable on demand, orrenegotiate any of the terms and conditions thereof if a Material Adverse Change occursduring the Term.

32 SUPPORT CLAUSE

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 steps as may be open to them andnecessary for or incidental to the putting into effect or maintenance of the terms,conditions and/or import of this Agreement.

33 CURRENCY INDEMNITY

33.1

If any sum due from the Borrower under a Finance Document (a “Sum”), or any order, judgmentor award given or made in relation to a Sum, has to be converted from the currency (the “FirstCurrency”) in which that Sum is payable into another currency (the “Second Currency”) for thepurpose of –

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	33.1.1		making or filing a claim or proof against the Borrower; or

	33.1.2		obtaining or enforcing an order, judgment or award in relation to anylitigation or arbitration proceedings,

the Borrower indemnifies the Lender against any cost, loss or liability arising out ofor as a result of the conversion, including any discrepancy between -

	33.1.3		the rate of exchange used to convert that Sum from the First Currency into theSecond Currency; and

	33.1.4		the rate or rates of exchange available to the Borrower to effect suchconversion.

33.2

The Borrower waives any right it may have in any jurisdiction to pay any amount under theFinance Documents in a currency or currency unit other than that in which it is expressed tobe payable.

34 NOTICES

34.1

The Parties select as their respective domicilia citandi et executandi the following physicaladdresses, and for the purposes of giving or sending any notice provided for or required underthe this Agreement, the following -


Name	Physical Address	Telefax
HGM (Isle of Man) Pty Limited	15-19 Athol Street	+44 1624 638333
	Douglas Isle of Man IM1 1LB

For the attention of Company Secretary


Name	Physical Address	Telefax
Morobe Consolidated Goldfields Limited	c/- Blake Dawson Waldron	+675 309 2099
	4th Floor, Mogoru Moto
	Building, Champion
	Parade,
	Port Moresby
	Papua New Guinea

For the attention of Company Secretary

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		or such other address or telefax number as may be substituted by notice given as hereinrequired. Each of the Parties shall be entitled from time to time by written notice tothe others.

34.2		Any notice addressed to a Party at its physical address shall be delivered by hand, or sentby telefax.

34.3		Any notice so given -

	34.3.1		if hand delivered before 16h30 on a business day, will rebuttably be presumedto have been received on the day of delivery. Any notice hand delivered after16h30 on a business day, or on a day which is not a business day, willrebuttably be presumed to have been received on the immediately followingbusiness day; and

	34.3.2		if sent by telefax before 16h30 on a business day, will rebuttably be presumedto have been received on the date of successful transmission of the telefax. Anytelefax sent after 16h30 on a business day, or on a day which is not a businessday, will rebuttably be presumed to have been received on the immediatelyfollowing business day.

34.4		Nothing shall affect the Lender’s right to serve process in any other manner permitted byApplicable Law.

34.5		Notwithstanding the above, any notice actually received by the Party to whom the notice isaddressed will be deemed to have been properly given and received, notwithstanding that suchnotice has not been given in accordance with the provisions of this clause.

35 CESSION AND ASSIGNMENT OF THE AGREEMENT

35.1

The Lender shall be entitled to cede, assign or otherwise transfer any of its rights orobligations under this Agreement without first having to obtain the consent of the Borrower.To the extent that any such cession, assignment or transfer results in a splitting of claims,the Borrower (to the extent required) hereby consents to such splitting of claims.

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35.2

Neither this Agreement nor any part, share or interest therein nor any rights orobligations thereunder may be ceded, assigned, transferred by the Borrower without theprior written consent of the Lender.

36 CONFIDENTIALITY

36.1

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

	36.1.1		the contents of this Agreement and all information relating thereto;

	36.1.2		any information which any Party communicates to another and which is stated tobe or by its nature is intended to be confidential;

	36.1.3		all other information of the same confidential nature concerning the businessof another party which comes to the knowledge of any party while it is engagedin terms of this Agreement, including (without being limited to) -

36.1.3.1		details of another party’s financial position, structures and operating results;

36.1.3.2		details of another party’s strategic objectives and planning; and

36.1.3.3		information relating to the another party’s past, present and futureclients, products and services.

36.2		If any Party is uncertain about whether any information is to be treated as confidential interms of clause 36.1, it shall be obliged to treat it as such until written clearance isobtained from the other Party in question.

36.3		The Parties undertake, subject to clause 36.4, not to disclose any information which is to bekept confidential in terms of clause 36.1, nor to use such information for its own or anyoneelse’s benefit.

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36.4

Notwithstanding the provisions of clause 36.3, a Party shall be entitled to discloseany information to be kept confidential if and to the extent only that the disclosure isbona fide and necessary for the purposes of carrying out its lawful duties in accordancewith Applicable Law.

36.5

The obligation of confidentiality placed on any Party in terms of clause 36.1 shall cease toapply to a Party in respect of any information which ceases to be secret and confidentialthrough no fault of such Party.

36.6

Each Party shall give up all papers, correspondence, records, copies and other documents ofevery kind concerning or containing any reference to another’s business on the expiration ortermination for any other reason of this Agreement.

37 SEVERABILITY

Each provision of this Agreement is severable from the other provisions. Should anyprovision be found by a court of competent jurisdiction to be invalid or unenforceable forany reason, the Parties will consult with one another in good faith in order to agree, ifpossible, an alternative provision in accordance with the intent and tenor of thisAgreement. The remaining provisions of this Agreement shall nevertheless remain binding andcontinue with full force and effect.

38 GENERAL

38.1

This Agreement constitutes the whole of the agreement between the Parties relating to thematters dealt with therein and save to the extent otherwise provided no undertaking,representation, term or condition relating to the subject matter of this Agreement notincorporated in this Agreement or in the Finance Documents shall be binding on any of theParties.

38.2

No variation, addition, deletion, or agreed cancellation will be of any force or effectunless in writing and signed by or on behalf of the Parties.

38.3

No waiver or deferment of any of the terms and conditions of this Agreement will be bindingor effectual for any purpose unless in writing

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		and signed by or on behalf of the Party giving the same. Any such waiver or defermentwill be effective only in the specific instance and for the purpose given. No failure ordelay on the part of any Party in exercising any right, power or privilege under thisAgreement will constitute or be deemed to be a waiver or deferment thereof, nor will anysingle or partial exercise of any right, power or privilege preclude any other orfurther exercise thereof or the exercise of any other right, power or privilege.

38.4		This Agreement may be executed in one or more counterparts, each of which shall be deemed anoriginal, and all of which together shall constitute one and the same agreement as at the dateof signature of the Party last signing one of the counterparts.

38.5		This Agreement will inure for the benefit of and be binding upon the successors in title andpermitted assigns of the Parties or any of them.

39 APPLICABLE LAW AND JURISDICTION

39.1		This Agreement will in all respects be interpreted in accordance with, governed by andconstrued under the Laws of the Republic of South Africa.

39.2		Subject to any other provisions of this Agreement, the Parties hereto hereby consent andsubmit to the non-exclusive jurisdiction of the Witwatersrand Local Division of the High Courtof the Republic of South Africa in any dispute arising from or in connection with thisAgreement.

39.3		The Borrower hereby irrevocably waives any objection which it might now or hereafter have tothe courts referred to in clause 39.2 being nominated as a forum to hear and determine anysuits, actions or proceedings and to settle any disputes, which may arise out of or inconnection with this Agreement and agrees not to claim that any such court is not a convenientor appropriate forum.

39.4		Any judgment obtained in the Republic of South Africa in relation to a Finance Document willbe recognised against a Party and enforced in its jurisdiction of incorporation.

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39.5		Nothing in this clause 39 shall exclude or limit any right which the Lender may have(whether under the law of any country, an international convention or otherwise) withregard to the bringing of proceedings, the service of process, the recognition orenforcement of Security or any judgment or any similar or related matter in anyjurisdiction.

39.6		The Borrower also hereby irrevocably consents and agrees, for the benefit of the Lender, thatany legal suit, action or proceeding against it with respect to its obligations, liabilitiesor any other matter under or arising out of or in connection with this Agreement may bebrought in any court of the Territory or the Isle of Man, and irrevocably accepts and submitsto the jurisdiction of each such court with respect to any such action, suit or proceeding.

40 COSTS, STAMP DUTY AND FEES

40.1		Save as may be otherwise provided herein, the Borrower will bear and pay all legal costs ofor incidental to the negotiation, drafting, preparation and execution of this Agreement andany amendment thereof.

40.2		The Borrower agrees and undertakes to reimburse the Lender on demand with any and all otherpre-agreed costs of and incidental to this Agreement, as well as all other reasonable costsand expenses (including legal costs on the de facto scale as between attorney-and- own-client)which the Lender may at any time incur in or about the exercise of any of its rights againstthe Borrower in terms of the Finance Documents, including collection commission, tracing fees,valuation charges, transport costs, costs of Advisers and other reasonable expenses inconnection therewith.

40.3		If any amount payable to the Lender in terms of this Agreement in general, are stated asbeing exclusive of value added tax, then the Borrower will in addition to a stated amount payany value added tax thereon to the Lender, against delivery by the Lender to the Borrower of avalid tax invoice in respect thereof.


Authorised Signatory				Print Name
(as per Lease Schedule 4A — Form of Verification Certificate)


33	CURRENCY INDEMNITY	73
34	NOTICES	74
35	CESSION AND ASSIGNMENT OF THE AGREEMENT	75
36	CONFIDENTIALITY	76
37	SEVERABILITY	77
38	GENERAL	77
39	APPLICABLE LAW AND JURISDICTION	78
40	COSTS, STAMP DUTY AND FEES	79


Annexe “A”		ADVANCES AND INSTALMENTS
Annexe “B”		DRAW DOWN REQUEST
Annexe “C”		PRINTOUT OF BASE CASE FINANCIAL MODEL AND CURRENT MODEL
Annexe “D”		SPECIMEN RESOLUTION
Annexe “E”		ACCEPTANCE CERTIFICATE
Annexe “F”		PERIODIC REPORTS — CONSTRUCTION PERIOD
Annexe “G”		PERIODIC OPERATIONAL REPORTS
Annexe “H”		TECHNICAL COMPLETION TEST REQUIREMENTS
Annexe “I”		HIDDEN VALLEY TENEMENTS
Annexe “J”		SECURITY DOCUMENTS


				For and on behalf of –

				HGM (ISLE OF MAN) (PTY) LIMITED


				Signature:


				Name of Signatory:


				Designation of Signatory:


				For and on behalf of -

				MOROBE CONSOLIDATED GOLDFIELDSLIMITED


Signature:				Signature:


Name of Signatory:				Name of Signatory:


Designation of Signatory:				Designation of Signatory: