DATE 8 JULY 2014 THIRD AMENDMENT AGREEMENT TO A TERM LOAN FACILITY AGREEMENT ORIGINALLY DATED 17 APRIL 2014 amongst SOUTHGOLD EXPLORATION PROPRIETARY LIMITED (as Borrower) and THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 (as Original Lenders) and...

DATE 8 JULY 2014 THIRD AMENDMENT AGREEMENT TO A TERM LOAN FACILITY AGREEMENT ORIGINALLY DATED 17 APRIL 2014 amongst SOUTHGOLD EXPLORATION PROPRIETARY LIMITED (as Borrower) and THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 (as Original Lenders) and...

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Exhibit 4.30

EXECUTION

DATE 8 JULY 2014

THIRD AMENDMENT AGREEMENT TO A

TERM LOAN FACILITY AGREEMENT

ORIGINALLY DATED 17 APRIL 2014

amongst

SOUTHGOLD EXPLORATION PROPRIETARY LIMITED

(as Borrower)

and

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1

(as Original Lenders)

and

CREDIT SUISSE AG

(as Facility Agent)

and

CREDIT SUISSE AG

(as Security Agent)

STANDARD CHARTERED BANK

(as Parallel Debt Agent)

and

PURPLE RAIN SECURITY SPV (RF) PROPRIETARY LIMITED

(as Security SPV)

CONTENTS

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PARTIES:

THIS AGREEMENT (the Third Amendment Agreement) is dated 8 JULY 2014 and is made among:

(1)	SOUTHGOLD EXPLORATION PROPRIETARY LIMITED, a private company incorporated under the laws of South Africa, with registration number 2000/016129/07, as borrower (Southgold or the Borrower);

(2)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Lenders), as lenders (in this capacity, each an Original Lender);

(3)	CREDIT SUISSE AG, of Xxxxxxxxxxx 0, 0000 Xxxxxx, Xxxxxxxxxxx as facility agent of the Finance Parties (in this capacity, the Facility Agent);

(4)	CREDIT SUISSE AG, of Xxxxxxxxxxx 0, 0000 Xxxxxx, Xxxxxxxxxxx as facility agent of the Finance Parties (in this capacity, the Security Agent);

(5)	STANDARD CHARTERED BANK (in this capacity as Parallel Debt Agent); and

(6)	PURPLE RAIN SECURITY SPV (RF) PROPRIETARY LIMITED a private company incorporated under the laws of South Africa, with registration number 2010/007093/07 and registered office at 5th Floor, The Terraces, 00 Xxxxxx Xxxx, Xxxxxxxxx 0000 (the Security SPV).

BACKGROUND

The Parties entered into a term loan facility agreement dated 17 April 2014 pursuant to which the Original Lenders agreed to make available to the Borrower a term loan facility in an aggregate principal amount of US$178,100,000 (one hundred and seventy eight million one hundred thousand dollars) to be read together with an amendment agreement dated 25 June 2014 (the First Amendment Agreement) and an an amendment agreement dated 1 July 2014 (the Second Amendment Agreement) (the Term Facility Agreement).

B.	By this Third Amendment Agreement, the Parties have agreed to amend the Term Loan Facility Agreement.

IT IS AGREED AS FOLLOWS:

1.	DEFINITIONS AND INTERPRETATION

1.1.	Definitions

Unless the contrary intention appears, terms defined in the Term Loan Facility Agreement or the Transaction Implementation Agreement, as applicable, shall have the same meaning when used in this Second Amendment Agreement.

1.2.	Interpretation

The provisions of clauses 1.2 and 1.3 of the Term Loan Facility Agreement shall also apply to this Third Amendment Agreement as if set out in this Third Amendment Agreement, but with all necessary modifications.

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1.3.	Finance Document

This Third Amendment Agreement is a Finance Document.

2.	AMENDMENT TO THE TERM LOAN FACILITY AGREEMENT

2.1.	Amendments

With effect from the date hereof, the Term Loan Facility Agreement shall be amended so that:

2.1.1.

the table contained at Schedule 1 (Original Lenders) of the Term Loan Facility Agreement is deleted in its entirety and replaced with:


Name of Original Lender	Facility A1 Commitment (US$)		Facility A2 Commitment (US$)		Facility A3 Commitment (US$)		Facility A4 Commitment (US$)		Total Commitments (US$)
Credit Suisse AG		87,003.54		3,892,710.22		25,500,000		59,999,965.50		89,479,679.26

Standard Chartered Bank		87,003.54		3,892,710.21		25,500,000		59,100,034.50		88,579,748.25

Total		174,007.08		7,785,420.43		51,000,000		119,100,000		178,059,427.51

2.2.	Continuity

2.2.1.

The Parties agree that:

2.2.1.1.

the provisions of the Term Loan Facility Agreement shall, save as amended hereby, continue in full force and effect; and

2.2.1.2.

any reference to the Term Loan Facility Agreement in any of the Finance Documents shall be a reference to the Term Loan Facility Agreement as amended pursuant to this Amendment Agreement.

3.	REPRESENTATIONS AND WARRANTIES

3.1.	Each Party represents and warrants to and for the benefit of each other Party that:

3.1.1.

it is duly incorporated and validly existing under the laws of its place of incorporation and has the power to own its property and assets and carry on its business;

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3.1.2.

it has the power and capacity to enter into and comply with its obligations under this Amendment Agreement;

3.1.3.

subject to the Legal Reservations, this Amendment Agreement constitutes its legal, valid, binding and enforceable obligations, and the entry into and performance of the transactions contemplated by this Amendment Agreement does not conflict with:

3.1.3.1.

any law or regulation or its constitutional documents; or

3.1.3.2.

any document binding on it which would have a material adverse effect on the enforceability of this Amendment Agreement; and

3.1.4.

it has taken all necessary action to authorise the entry into and compliance with its obligations under this Amendment Agreement, to ensure that its obligations under this Amendment Agreement are valid, binding and enforceable in accordance with their terms and, subject to the Legal Reservations, to make this Amendment Agreement admissible in evidence in the courts of its jurisdiction of incorporation.

4.	FURTHER ASSURANCE

The Borrower shall, at the request of the Lenders and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments made or to be made pursuant to this Amendment Agreement.

5.	MISCELLANEOUS

The provisions of clause 1.3 (Third Party Rights), clause 14 (Costs and expenses), clause 33 (Notices), clause 34 (Partial Invalidity), clause 36 (Remedies and Waivers), clause 37 (Amendments and Waivers), clause 38 (Counterparts), clause 39 (Governing Law), clause 40 (Enforcement) of the Term Loan Facility Agreement shall apply to this Amendment Agreement as if set out in this Amendment Agreement, but as if references in those clauses to the Term Loan Facility Agreement were references to this Amendment Agreement.

6.	GOVERNING LAW

This Amendment Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

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SIGNATURES

Borrower

EXECUTED by:

SOUTHGOLD EXPLORATION

PROPRIETARY LIMITED

Acting by:

/s/ P M Saaiman

Name: P M Saaiman

Title: Director


Prior to Effective Date:

Physical Address:		Xxxxxx Xxxxx, 000 XxxxXxxxxx, Xxxxxxx, 0000, Xxxxx Xxxxxx

Postal Address:		P O Xxx 00000, Xxxxxxx, 0000 Xxxxx Xxxxxx

Attention:		The Chief Executive Officer

Fax:		x00 (0)00 0000 000

With a copy to (which shall not constitute notice):

Address:		XxXxxxxx, Suite 1500 -1055 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

Attention:		Xxxxxx Xxxxxxxxx / Great Basin Responsible Partner

Fax:		x000 (000) 000 0000

After Effective Date:


Physical Address:		Xxxxxxx Xxxxxxxx Xxxx, 0 Xxxxxxxx Xxxx (off Cedar Avenue), Libanon, Westonaria, 1779

Postal Address:		Xxxxx Xxxxxx

Attention:		The Chief Executive Officer

Fax:		x00 (0)00 000 0000

Lender

EXECUTED by:

CREDIT SUISSE AG

Acting by:


/s/ Xxxxxx Xxxxx				/s/ Xxxxxxx Xxxxx
Name: Xxxxxx Xxxxx				Name: Xxxxxxx Xxxxx
Title: Director				Title: Managing Director


Address:		Xxxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx Xxxxxxxxxxx

Attention:		Xxxxxx Xxxxx

Telephone:		x00 00 000 00 00

Fax:		x00 00 000 00 00

Email:		xxxxxxxxx.xxxxx@xxxxxx-xxxxxx.xxx /

		Xxxxxx.xxxxx@xxxxxx-xxxxxx.xxx

Lender

EXECUTED by:

STANDARD CHARTERED BANK

Acting by:


/s/ Xxxxxx Xxxx				/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxx				Name: Xxxxxx Xxxxx
Title: SENIOR MANAGER				Title: SENIOR MANAGER


Address:		0 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx

Attention:		Xxxx Xxxxxx / Xxxx Xxxx

Telephone:		x00 00 0000 0000 / x00 00 0000 0000

Fax:		x00 00 0000 0000

Email:		xxxx.xxxxxx@xx.xxx / Xxxx.Xxxx@xx.xxx

Facility Agent

EXECUTED by:

CREDIT SUISSE AG

Acting by:


/s/ Xxxxxx Xxxxx				/s/ Xxxxxxx Xxxxx
Name: Xxxxxx Xxxxx				Name: Xxxxxxx Xxxxx
Title: Director				Title: Managing Director


Address:		Xxxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx Xxxxxxxxxxx

Attention:		Xxxxxx Xxxxx

Telephone:		x00 00 000 00 00

Fax:		x00 00 000 00 00

Email:		xxxxxxxxx.xxxxx@xxxxxx-xxxxxx.xxx /

		Xxxxxx.xxxxx@xxxxxx-xxxxxx.xxx

Security Agent

EXECUTED by:

CREDIT SUISSE AG

Acting by:


/s/ Xxxxxx Xxxxx				/s/ Xxxxxxx Xxxxx
Name: Xxxxxx Xxxxx				Name: Xxxxxxx Xxxxx
Title: Director				Title: Managing Director


Address:		Xxxxxxxxxxxxxxxxxx 00, 0000 Xxxxxx Xxxxxxxxxxx

Attention:		Xxxxxx Xxxxx

Telephone:		x00 00 000 00 00

Fax:		x00 00 000 00 00

Email:		xxxxxxxxx.xxxxx@xxxxxx-xxxxxx.xxx /

		Xxxxxx.xxxxx@xxxxxx-xxxxxx.xxx

Parallel Debt Agent

EXECUTED by:

STANDARD CHARTERED BANK

Acting by:


/s/ Xxxxxx Xxxx				/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxx				Name: Xxxxxx Xxxxx
Title: Senior Manager				Title: Senior Manager


Address:		5th Floor, Xx.0 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxx, 0000, Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx

Attention:		Xxxxxx Xxxxx Xxxxx

Telephone:		x00 00 000 0000 / x00 00 000 0000

Fax:		x00 (0)00 000 0000

Email:		Xxxxxx.XxxxxXxxxx@xx.xxx

Security SPV

EXECUTED by:

PURPLE RAIN SECURITY SPV (RF)

PROPRIETARY LIMITED

Acting by:


/s/ X. Xxxx-Xxxxxxxxx
Name: X. Xxxx-Xxxxxxxxx				Name:
Title: Director				Title:


Address:		GMG Trust Company, 3rd Floor, 200 on Main, Xxx Xxxx xxx Xxxxxxx Xxxxx, Xxxxxxxxx 0000

Xxxxxxxxx:		Managing Director

Telephone:		x00 00 000 0000

Fax:		000 000 0000

Email:		xxxxxx@xxxxxxxx.xx.xx

DEFINITIONS AND INTERPRETATION

AMENDMENT TO THE DEED OF NOVATION

MISCELLANEOUS

GOVERNING LAW