ERGO MINING – Shareholders Agreement

EXHIBIT 4.128

ERGO MINING – Shareholders Agreement

Execution Version

Memorandum of Agreement

Made and entered into between:-

CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED

(Reg No1988/005115/07)

(a company duly incorporated in accordance with the company laws of the Republic of
South Africa with limited liability, herein represented by ▇▇▇▇▇▇ ▇▇▇▇▇, in his
capacity as a director thereof, he being duly authorised hereto under and by virtue of a
resolution of the board of directors of the company passed at Johannesburg on the
15

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

of the first part;

and

Page 2

ERGO URANIUM (PROPRIETARY) LIMITED

(Reg No 2007/017509/07)

(a company duly incorporated in accordance with the company laws of the Republic of
South Africa with limited liability, herein represented by Diederik ▇▇▇▇▇▇ ▇▇▇▇▇▇ van der
▇▇▇▇, in his capacity as a director thereof, he being duly authorised hereto under and
by virtue of a resolution of the board of directors of the company passed at
Johannesburg on the 15

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

hereto marked "B");

of the second part;

and

ERGO MINING (PROPRIETARY) LIMITED

(Reg No 2007/004886/07)

(a company duly incorporated in accordance with the company laws of the Republic of
South Africa with limited liability, herein represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in his
capacity as a director thereof, he being duly authorised hereto under and by virtue of a
resolution of the board of directors of the company passed at Johannesburg on the
15

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

of the third part.

Definitions

1.1

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

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

hereunder and for purposes of convenience the said definitions are reflected

throughout this agreement in capitals:-

Page 3

1.1.1

“AGREEMENT”

shall mean this agreement between the

PARTIES and shall be deemed to

include all annexes thereto which shall

be initialled or signed, as the case may

be, by the PARTIES for purposes of

identification;

1.1.2

“ANCILLARY
AGREEMENTS”

shall mean the interlinking agreements

more fully described in the schedule

thereof annexed hereto and marked

“D”;

1.1.3

“AUDITORS”

shall mean the auditors of the

COMPANY from time to time as

appointed by the COMPANY in general

meeting, initially KPMG of

Johannesburg;

1.1.4

“BEE”

shall have the meaning ascribed thereto

in terms of the Broad Based Black

Economic Empowerment Act, No 53 of

2003, as read with the MINERAL ACTS;

1.1.5

“BOARD”

shall mean the board of directors of the

COMPANY from time to time;

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1.1.6

“BUSINESS”

shall mean the mineral resources mining

and exploration business of the

COMPANY conducted by it under the

style of “Ergo Mining” from the

PROPERTY;

1.1.7

“CLOSING DATE”

shall mean the date of the fulfilment or

waiver of the condition precedent in

clause 3 infra or at latest 3 (three)

business days thereafter;

1.1.8

“COMPANIES ACT”

shall mean the Companies Act, No 61 of

1973, as amended;

1.1.9

“COMPANY”

shall mean Ergo Mining (Proprietary)

Limited, the authorised share capital

whereof is R1 000,00 (one thousand

rand) divided into 1 000 (one thousand)

ordinary par value shares of R1,00 (one

rand) each and the issued share capital

whereof:-

1.1.9.1

as at the EFFECTIVE

DATE is R300,00 (three

hundred rand) divided into

300 (three hundred)

Page 5

ordinary par value shares

of R1,00 (one rand) each,

the registered and/or

beneficial owners whereof

as at such date are:-

•

DRD SA as nominee

for CROWN - 150

(one hundred and fifty)

shares; and

•

MINTAILS SA as

nominee for ERGO

URANIUM - 150 (one

hundred and fifty)

shares;

1.1.9.2

as at the CLOSING DATE

will be R600,00 (six

hundred rand) divided into

600 (six hundred) ordinary

par value shares of R1,00

(one rand) each, the

registered and/or beneficial

owners whereof will be:-

Page 6

•

ERGO URANIUM -

300 (three hundred)

shares; and

•

CROWN - 300 (three

hundred) shares;

1.1.10

“CROWN”

shall mean Crown Gold Recoveries

(Proprietary) Limited, a subsidiary of

DRD SA and a company vested with

mining rights entitling it, inter alia, to

conduct mining operations on behalf of

others;

1.1.11

“DISPOSE”

shall in relation to any shares in the

COMPANY from time to time mean sell,

alienate, dispose of, transfer,

hypothecate, encumber or deal with in

any similar such manner and

“DISPOSED” or “DISPOSITION” or

“DISPOSAL” shall have a

corresponding meaning;

1.1.12

“DME”

shall mean the Department of Minerals

and Energy of the Government of the

Page ▇

▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇;

1.1.13

“DRD SA”

shall mean DRDGold South African

Operations (Proprietary) Limited (Reg

No 2005/033662/07), a company

controlled by DRDGold Limited, a public

company listed on the JSE Limited

Securities Exchange;

1.1.14

“DRD SA FACILITY
AGREEMENT”

shall mean the loan agreement to be

entered into by and between DRD SA

as lender and the COMPANY as

borrower and substantially upon the

terms and conditions more fully set forth

in the specimen agreement annexed

hereto and marked “E” or with such

amendments as the parties thereto may

reasonably determine;

1.1.15

“EFFECTIVE DATE”

shall mean the date of signature of the

AGREEMENT by the PARTY last

signing same;

1.1.16

“ELSBURG JV”

shall mean Elsburg Gold Mining Joint

Venture, the participants whereunder

and their proportionate joint venture

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interests are as at the EFFECTIVE

DATE and will be as at the CLOSING

DATE, as follows:-

1.1.16.1

MOGALE - 50% (fifty per

centum); and

1.1.16.2

ERPM - 50% (fifty per

centum);

1.1.17

“ERGO URANIUM”

shall mean Ergo Uranium (Proprietary)

Limited and shall be deemed to include

its successors in title or permitted

assigns, the registered and beneficial

owner(s) of the total issued share

capital whereof:-

1.1.17.1

as at the EFFECTIVE

DATE is MinTails Gold and

Uranium Limited of

Mauritius; and

1.1.17.2

as at the CLOSING DATE,

will be:-

•

MinTails Gold and

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Uranium Limited of

Mauritius – 74%

(seventy four) per

centum); and

•

a Black Economic

Empowerment Trust or

entity established in

compliance with BEE

criteria - 26% (twenty

six per centum);

1.1.18

“ERGO URANIUM
FACILITY
AGREEMENT”

shall mean the loan agreement to be

entered into by and between ERGO

URANIUM as lender and the

COMPANY as borrower and

substantially upon the terms and

conditions more fully set forth in the

specimen agreement annexed hereto

and marked “F” or with such

amendments as the parties thereto may

reasonably determine;

1.1.19

“ERPM”

shall mean East Rand Proprietary Mines

Limited, a wholly owned subsidiary of

Page ▇▇

▇▇▇ ▇▇;

1.1.20

“FACILITIES
AGREEMENTS”

shall collectively mean the DRD SA

FACILITY AGREEMENT and the ERGO

URANIUM FACILITY AGREEMENT;

1.1.21

“LOAN ACCOUNT/S”

shall in relation to either

SHAREHOLDER mean all amounts

which may be or become owing by the

COMPANY to such SHAREHOLDER

from whatsoever cause arising as at and

after the EFFECTIVE DATE, and shall

be deemed to include the advances by

DRD SA and MINTAILS SA under the

FACILITIES AGREEMENTS;

1.1.22

“MANDATORY
LOANS”

shall mean the mandatory loans as

reflected in the FACILITIES

AGREEMENTS by the lenders

thereunder, namely DRD SA and ERGO

URANIUM respectively, to the

COMPANY;

1.1.23

“MINERAL ACTS”

shall mean:-

1.1.23.1

the Minerals Act, No 50 of

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1991, as amended;

1.1.23.2

the MPRDA; and/or

1.1.23.3

the Mining Charter of the

Republic of South Africa;

1.1.24

“MINTAILS AUS”

shall mean MinTails Limited, a public

company incorporated in Australia and

which is listed on the Australian Stock

Exchange;

1.1.25

“MINTAILS SA”

shall mean MinTails SA (Proprietary)

Limited, a company indirectly controlled

by MINTAILS AUS;

1.1.26

“MOGALE”

shall mean Mogale Gold (Proprietary)

Limited (Reg No 1996/010274/07),

presently a wholly owned subsidiary of

MINTAILS SA and in the course of

being restructured to facilitate the entry

of a BEE shareholder;

1.1.27

“MPRDA”

shall mean Mineral and Petroleum

Resources Development Act No 28 of

Page 12

2002 as amended;

1.1.28

“PARTIES”

shall mean all three parties to the

AGREEMENT;

1.1.29

“PROPERTY”

shall mean the property from which the

BUSINESS is conducted, that is 1

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

Park, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇;

1.1.30

“SHAREHOLDERS”

shall in relation to the COMPANY and

with effect from the EFFECTIVE DATE,

mean any either or both of CROWN or

ERGO URANIUM, as the case may be;

1.1.31

“SHAREHOLDING
UNIT/S”

shall in relation to either

SHAREHOLDER collectively mean such

SHAREHOLDER's shareholding in the

COMPANY together with its LOAN

ACCOUNT which shall include any

amounts advanced by DRD SA and

MINTAILS SA pursuant to the

FACILITIES AGREEMENTS;

1.1.32

“VALUATION”

shall mean the value to be attributed to

any SHAREHOLDING UNIT in the

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COMPANY from time to time as

determined (in the absence of a written

agreement between the PARTIES as to

the value) and certified by an

independent firm of public accountants

and auditors practising at Johannesburg,

who shall be afforded unrestricted

access to the books and records of the

COMPANY for such purpose and who

shall take the following factors into

consideration in their determination:-

•

the BUSINESS shall be valued as

a going concern;

•

there shall be no discount in

respect of a minority interest;

•

any LOAN ACCOUNT (which shall

be deemed to include any

advances by DRD SA and ERGO

URANIUM under the FACILITIES

AGREEMENTS) shall, in the

absence of any factors to the

contrary, be determined at face

value; and

Page 14

•

such other generally recognised

market related criteria, inter alia,

the then Black Economic

Empowerment status of the

COMPANY.

1.2

Words importing:-

1.2.1

the singular shall include the plural and vice versa;

1.2.2

any one gender shall include the others;

1.2.3

persons shall, where the context admits, include firms or

corporations.

1.3

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

prevail in the event of any dispute.

1.4

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

to such statute, regulation or other legislation as at the date of signature of

these presents and as amended or substituted from time to time.

1.5

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

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

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

Africa, in which case the last day shall be the next succeeding day which is

not a Saturday, Sunday or public holiday.

Page 15

1.6

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

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

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

wording or such specific example/s.

1.7

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

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

clause wherever it is used in the AGREEMENT.

1.8

The terms of the AGREEMENT having been negotiated, the contra

proferentem rule shall not be applied in the interpretation thereof.

1.9

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

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

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

analogous concept or process in any other jurisdiction in which the

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

may be or become subject.

1.10

Any reference in the AGREEMENT to “permitted assigns” shall mean those

permitted in writing by either PARTY to any proposed assignment.

Recordal

It is recorded that:-

Page 16

2.1

CROWN (as the nominee of DRD SA) and ERGO URANIUM (as the nominee

of MINTAILS AUS) are the beneficial owners respectively in equal proportions

of the total issued share capital of the COMPANY and, to the extent

applicable, the legal holders of their respective LOAN ACCOUNTS; and

2.2

the PARTIES are desirous of entering into a shareholders agreement to be

operative with effect from the CLOSING DATE to incorporate those provisions

which will, with effect from such date, govern the relationship of the

SHAREHOLDERS inter se and of their nominees as directors of the

COMPANY.

Condition Precedent

3.1

Notwithstanding anything to the contrary in the AGREEMENT contained,

same shall be subject to the conclusion of the ANCILLARY AGREEMENTS

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

3.2

Should the aforesaid condition not be fulfilled or waived (in writing) within the

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

may in writing agree upon then and in such event only this AGREEMENT

shall be deemed null and void ab initio and the PARTIES shall to the extent

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

quo ante.

Page 17

3.3

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

good faith use their best endeavours to procure the timeous fulfilment or

waiver, as the case may be, of the condition precedent.

Share Capital of the COMPANY

Following on the CLOSING DATE, it is recorded that the total issued share capital of

the COMPANY will have been increased from R300,00 (three hundred rand) divided

into 300 (three hundred) ordinary par value shares of R1,00 (one rand) each to

R600,00 (six hundred rand) divided into 600 (six hundred) ordinary par value shares of

R1,00 (one rand) each, which shall be held as to:-

4.1

CROWN - 300 (three hundred) shares; and

4.2

ERGO URANIUM - 300 (three hundred) shares.

Main Objectives of the COMPANY

5.1

The COMPANY shall, unless determined to the contrary at a general meeting,

carry on the BUSINESS.

5.2

The aforegoing provisions, however, shall not be interpreted to mean that the

COMPANY shall be prevented from carrying on any other business or activity

permitted by its Memorandum of Association, to be amended from time to

time if need be, as provided in clause 6.1 infra.

Page 18

Articles of Association of the COMPANY and its subsidiaries

6.1

The SHAREHOLDERS acknowledge that the Articles of Association of the

COMPANY shall at all times be subordinate to the provisions of the

AGREEMENT and in the event of any conflict the provisions of the

AGREEMENT shall at all times prevail. In no way derogating from the

aforegoing the BOARD shall, if so determined by it, at any time after the

CLOSING DATE, cause the Articles of Association of the COMPANY to be

amended to accord herewith.

6.2

The aforegoing shall be deemed to apply mutatis mutandis to the Articles of

Association of any subsidiaries of the COMPANY, if applicable, from time to

time.

AUDITORS/Secretary/Bankers

7.1

It is recorded that the AUDITORS have been appointed as such to the

COMPANY.

7.2

It is recorded that The Standard Bank of South Africa Limited, Johannesburg

Branch, is the banker to the COMPANY,

and the aforegoing appointments shall, save where stated to the contrary, be

maintained unless determined to the contrary by the COMPANY in general meeting.

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Financial Year End

Unless determined by the BOARD to the contrary, the financial year-end thereof shall

be the last day of June of each calendar year. Notwithstanding the aforegoing, where

financial statements are to be prepared for other financial periods, then the

SHAREHOLDERS shall procure that the COMPANY takes the appropriate steps to do

so.

Directors

9.1

Appointment of Directors of the COMPANY

The following rights/restrictions shall attach to the SHAREHOLDERS

namely:-

9.1.1

CROWN shall be entitled (but not obliged), by written notice to the

remaining SHAREHOLDER to appoint 4 (four) directors to the

BOARD and to remove any such director and replace any such

director who is so removed or who ceases for any other reason to be

a director of the COMPANY. Should any one of the aforesaid

appointees cease to be a director for whatever reason, then and in

such event CROWN shall be entitled to nominate another or others,

as the case may be, in his/their stead. In no way derogating from the

aforegoing, it is recorded that CROWN shall in addition be entitled to

appoint a nominated representative who shall be entitled to receive

Page 20

notice of, to attend and to speak at all meetings of the BOARD, but

shall not be entitled to vote at any such meeting;

9.1.2

ERGO URANIUM shall be entitled (but not obliged), by written notice

to the remaining SHAREHOLDER to appoint 4 (four) directors to the

BOARD and to remove any such director and replace any such

director who is so removed or who ceases for any other reason to be

a director of the COMPANY. Should any one of the aforesaid

appointees cease to be a director for whatever reason, then and in

such event ERGO URANIUM shall be entitled to nominate another or

others, as the case may be, in his/their stead. In no way derogating

from the aforegoing, it is recorded that ERGO URANIUM shall in

addition be entitled to appoint a nominated representative who shall

be entitled to receive notice of, to attend and to speak at all meetings

of the BOARD, but shall not be entitled to vote at any such meeting;

9.1.3

each of the SHAREHOLDERS’ nominees on the BOARD shall be

entitled, upon written notification to the COMPANY, to nominate an

alternate who shall be acceptable to the BOARD;

9.1.4

the BOARD shall be entitled from time to time to appoint senior key

employees of the COMPANY to the BOARD as also independent

non-executive directors.

Page 21

9.2

Meetings of the BOARD

9.2.1

There shall be no quorum at meetings of the BOARD unless 4 (four)

directors or their alternates are present at the commencement and

throughout the meetings and 2 (two) of whom shall at all times be the

appointees of CROWN and 2 (two) the appointees of ERGO

URANIUM.

9.2.2

Resolutions of the BOARD, in order to be of force and effect, will be

required to be passed unanimously.

9.2.3

The directors of the COMPANY shall not be required to hold a

qualification share.

9.2.4

The chairman of the COMPANY (who shall not have a second or

casting vote) shall be appointed by the BOARD and shall be rotated

at annual intervals unless otherwise unanimously agreed by the

BOARD so as to enable the nominee of each of the

SHAREHOLDERS to fill such appointment from time to time. It is

recorded in this context that it is the ultimate intention of the

SHAREHOLDERS to eventually appoint a non-executive chairman to

the BOARD.

9.2.5

At least 14 (fourteen) days written notice shall be given of any

meetings of the BOARD unless, in the discretion of the chairman of

the BOARD, a decision of such BOARD is required on an urgent

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basis in which event the meeting may be called on a shorter period of

notice. At least 7 (seven) days before any meeting of the BOARD,

the Chairman shall procure that an agenda of the matters to be

discussed at a meeting is given to each SHAREHOLDER - matters

not on the agenda shall not be discussed unless all the nominees of

the SHAREHOLDERS are present. If the meeting is called on less

than 14 (fourteen) days notice, an agenda shall be given concurrently

with the convening of the meeting. If the agenda for the meeting is

not given timeously to each SHAREHOLDER then, notwithstanding

anything to the contrary, no meeting may be held until the agenda is

given. The agenda shall not contain an item headed "general" and it

shall not be competent to consider any such item unless a nominee

of each of the SHAREHOLDERS is present and expressly consents

thereto in writing.

9.2.6

If no quorum is present at any meeting of the BOARD, the meeting

shall be adjourned to a date 7 (seven) days later, at the same time

and venue, or if that day is a Saturday, Sunday or public holiday, to

the next succeeding business day and if at such adjourned meeting a

quorum is not present within fifteen minutes from the time of that

meeting, the director/s present shall constitute a quorum provided

there are an equal number of nominees of CROWN and ERGO

URANIUM. Written notice of such adjournment specifying the

business to be dealt with at the adjourned meeting shall be given

forthwith to all directors; if written notice is not given to the

SHAREHOLDERS, the adjourned meeting may not be held until

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notice is given in the manner set out above. The adjourned meeting

may only deal with the matters not dealt with and specified on the

agenda at the time the meeting was adjourned for lack of a quorum

and shall expressly exclude "general" items. Resolutions of the

BOARD at the adjourned meeting in order to be of force and effect,

will be required to be passed unanimously.

9.2.7

After the CLOSING DATE the BOARD shall meet at quarterly

intervals and more often if so required.

9.2.8

A round ▇▇▇▇▇ resolution of the BOARD signed by all the directors

entitled to be present at such meeting shall be as valid and effective

as if it had been adopted at a duly convened meeting of the BOARD

and provided that such resolution has been passed unanimously.

9.3

The provisions of clauses 9.2.1 to 9.2.8 supra shall apply, alternatively be

deemed to apply mutatis mutandis to the board of directors of the wholly

owned subsidiaries of the COMPANY from time to time unless circumstances

militate against such provisions.

9.4

In no way derogating from any of the aforegoing should the BOARD establish

an executive committee or committees from time to time, then each of the

SHAREHOLDERS shall be entitled to be represented on all such committees.

In such context it is expressly recorded that the BOARD shall establish a

remuneration committee, the members whereof shall be the Chairman and a

majority of non-executive directors. Pending the establishment of the

Page 24

aforegoing remuneration committee, the full BOARD shall perform the

functions of the intended committee.

9.5

Notwithstanding anything to the contrary, the SHAREHOLDERS shall

implement the principles of the King Corporate Governance Rules from time

to time.

Executive Committees

10.1

In no way derogating from the provisions of clause 9 supra and subject to the

rights of CROWN in clause 10.2 infra, the BOARD shall establish with effect

from the CLOSING DATE, such management structures from time to time as

may be necessary to address the day to day functional operations of the

BUSINESS and to this end shall establish committees and appoint such

parties as the BOARD may from time to time determine to represent it and/or

the SHAREHOLDERS on such committees and to remove and substitute any

such appointees.

In no way derogating from the aforegoing, the first

committees and the first appointees thereto shall be as follows:-

10.1.1

Production Committee - this committee shall be headed by the

Joint Heads of Production of the BUSINESS, namely ▇▇▇▇▇▇▇

▇▇▇▇▇▇ and Basie Maree, in addition whereto ▇▇▇▇▇ ▇▇▇▇▇ will

be appointed the Production General Manager, who shall be

obliged to report directly to the Joint Heads afore-referred to;

Page 25

10.1.2

Projects and Feasibility Committee - this committee shall be

headed by the Joint Heads of Projects and Feasibility of the

BUSINESS, namely ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇. The Joint

Heads afore-referred to shall, if so desired, appoint a General

Manager who shall be obliged to report directly to them;

10.1.3

the Joint Heads of the committees referred to in 10.1.1 and 10.1.2

supra, shall if so determined by the BOARD, be appointed

thereto.

10.2

Notwithstanding anything to the contrary in 10.1 supra, CROWN shall have

the right and option to appoint the General Manager, the Business Unit

Manager and the Financial Manager at the operational levels of the relevant

committees from time to time.

General Meetings of the COMPANY

11.1

A quorum at meetings of members of the COMPANY shall be the two

SHAREHOLDERS, namely CROWN and ERGO URANIUM irrespective of

their percentage equity interests in the COMPANY.

11.2

If no quorum is present at any meeting of members of the COMPANY, the

meeting shall be adjourned to the same day 7 (seven) days later at the same

time and venue, or if that day is a Saturday, Sunday or public holiday, to the

next succeeding business day, and if at the adjourned meeting a quorum is

not present within fifteen minutes of the time of the meeting, members present

Page 26

shall constitute a quorum provided, however, that each of CROWN and

ERGO URANIUM are represented. Written notice of such adjournment

specifying the business to be dealt with (items headed "general" shall be

expressly excluded unless all the SHAREHOLDERS are present and

expressly consent thereto in writing) at the adjourned meeting of members of

the COMPANY, shall be given forthwith to each of its members. If written

notice is not given to each of the SHAREHOLDERS, the adjourned meeting

may not be held until notice is given in the manner herein set out. No

resolutions of members shall be of any force and effect unless passed

unanimously by the members.

11.3

A member entitled to attend and vote at a meeting of members is entitled to

appoint a proxy to attend, speak and on a poll vote in its stead. The following

provisions shall be applicable in regard thereto:-

11.3.1

the instrument appointing a proxy shall be in writing under the

hand of the appointer or of his agent duly authorised in writing, or,

if the appointer is a body corporate, under the hand of an officer or

agent authorised by the body corporate. A proxy need not be a

member of the COMPANY. The holder of a general or special

power of attorney, whether he is himself a member or not, given

by a member shall be entitled to attend meetings and to vote, if

duly authorised under that power to attend and take part in the

meetings;

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11.3.2

the instrument appointing a proxy and the power of attorney or

other authority, if any, under which it is signed or a notarially

certified copy of such power or authority shall be deposited at the

registered office of the COMPANY not less than forty-eight hours

before the time for holding the meeting at which the person named

in the instrument proposes to vote, and in default of complying

herewith the instrument of proxy shall not be treated as valid. No

instrument appointing a proxy shall be valid after the expiration of

six months from the date when it was signed, unless so specifically

stated in the proxy itself, and no proxy shall be used at an

adjourned meeting which could not have been used at the original

meeting;

11.3.3

The instrument appointing a proxy shall be in the following form or

as near thereto as circumstances permit:-

Ergo Mining (Proprietary) Limited

I/We,

……………………………………………………………………of

…………………………………………………………………………….

. being a member of Ergo Mining (Proprietary) Limited, hereby

appoint

………………………………..………………… of

………………………………………………….. or failing him

……………………………………………………………...………… of

………………………………………………..…….. or failing him,

Page 28

……………………………………………………………………….. of

……………………………………….…………………………………

as my/our proxy to vote for me/us and on my/our behalf at the

annual general meeting or general meeting (as the case may be)

of the company to be held on the ……….. day of

……………………… and at any adjournment thereof as follows:

Abstained

In favour of

Against

Resolution to

……….

………..

Resolution to

……….

Resolution to

……….

(Indicate instruction to proxy by way of a cross in space provided above).

Unless otherwise stated, my proxy may vote as he thinks fit.

11.4

Resolutions of members of a general meeting in order to be of force or effect

shall in the case of:-

11.4.1

2 (two) SHAREHOLDERS be passed unanimously; or

11.4.2

more than 2 (two) SHAREHOLDERS, be passed by members

holding in the aggregate not less than 75% (seventy-five per

centum) of the total issued share capital of the COMPANY.

Page 29

11.5

A round ▇▇▇▇▇ resolution of the members of the COMPANY signed by all

members shall be as valid and effective as if it had been passed at a properly

constituted meeting and provided that the resolution has been passed

unanimously.

12.

Employees

12.1

Subject to the prior written consent of the BOARD or its delegated Executive

Committee, it is the intention of CROWN (on its own behalf or on behalf of

ERPM and in which event CROWN shall procure compliance thereof) on the

one hand and ERGO URANIUM on the other that certain of their respective

employees may be seconded by it/them to attend to certain of the business

functions of the COMPANY. To such end such persons will remain in the

employ of CROWN and/or ERPM or ERGO URANIUM, as the case may be,

but shall be remunerated by the COMPANY on such terms and conditions as

shall be determined by CROWN (on its own behalf or on behalf of ERPM) or

ERGO URANIUM on the one hand and the COMPANY on the other.

12.2

In no way derogating from the aforegoing, it is recorded that cash bonuses will

be paid to seconded employees based on the prevailing DRD SA bonus

dispensation from time to time, unless determined by the BOARD to the

contrary.

Page 30

13.

LOAN ACCOUNTS

13.1

Each SHAREHOLDER shall be obliged to procure that the MANDATORY

LOANS (that is as reflected in the respective FACILITIES AGREEMENTS)

are advanced as soon as possible after the CLOSING DATE. Such amounts

shall be credited to the respective LOAN ACCOUNTS of the

SHAREHOLDERS and in the case of the MANDATORY LOANS, to accounts

in the names of DRD SA and MINTAILS SA respectively and which loans

shall accord to the terms and conditions of the FACILITIES AGREEMENTS.

13.2

To the extent that any further funds may be required in the future by the

COMPANY from time to time to finance its activities, and to the extent that

same are not obtainable upon bank overdraft or from any other source upon

customary terms applicable at the time, or to the extent that the COMPANY

may not wish to avail itself of bank overdraft facilities or facilities from any

other source, same may, subject to the decision of the BOARD, be furnished

by way of cash to be lent and advanced to the COMPANY by any willing

SHAREHOLDER for the credit of its LOAN ACCOUNT and which advance

shall be on such terms and conditions as may then be agreed upon.

13.3

Any amount owing on LOAN ACCOUNT which is disparate to the other

LOAN ACCOUNTS based upon the shareholding ratio of the

SHAREHOLDERS shall in respect of the excess only, attract and be paid

interest monthly in arrear at 2% (two per centum) above the prime overdraft

rate as charged from time to time by the COMPANY's bankers or, if it has no

overdraft, as charged by the said bankers to its best corporate customers on

Page 31

an unsecured basis. In the alternative, the SHAREHOLDER not advancing

“the excess amount” will be entitled to dilute its SHAREHOLDING UNIT to

cater therefor but irrespective of the then different shareholdings of the

SHAREHOLDERS all their voting rights, be it of their nominees on the

BOARD or as members per se, shall remain equal and will in each instance

still require unanimity save as provided in clause 11.4 to the contrary and

save that notwithstanding anything to the contrary the consent of the then

minority SHAREHOLDER to a dividend distribution or the repayment of any

LOAN ACCOUNT, in whole or in part, shall be required but shall not be

capable of being unreasonably withheld or delayed.

13.4

Any amount owing on LOAN ACCOUNT shall be fixed and shall not be

reclaimable by the SHAREHOLDER/S to whom same is owing, save with the

prior written consent of the BOARD unless terms other than the above have

been specifically agreed upon and recorded at the time the cash is lent and

advanced, or unless the cash held at the relevant time by the COMPANY

exceeds three times the monthly working capital requirements of the

COMPANY as confirmed by the AUDITORS and in the absence of

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

and in which event such repayment shall in the first instance be appropriated

to reduce the disparity in the LOAN ACCOUNTS of the SHAREHOLDERS

based upon the ratio of their shareholdings in the COMPANY and thereafter

in such ratio. Notwithstanding the aforegoing, where the LOAN ACCOUNTS

are disparate, the COMPANY shall as soon as possible pay the excess

portion so as to bring the LOAN ACCOUNTS into their proper shareholding

ratios.

Page 32

13.5

Nothing hereinbefore contained shall preclude a SHAREHOLDER from

calling up its LOAN ACCOUNTS in the event of the judicial management or

liquidation (voluntary or compulsory) of the COMPANY or in the event of its

effecting any offer of compromise in terms of the COMPANIES ACT, or in the

event of any final judgment being obtained against the COMPANY which shall

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

14.

Mutual Indemnities

14.1

Insofar as any guarantees, suretyships or indemnities (collectively referred to

as 'the guarantees') are at any time given (it being acknowledged that the

same shall only be given subject to the unanimous consent of the

SHAREHOLDERS) on behalf of the COMPANY by any SHAREHOLDER,

any amounts to be paid under the same shall be borne and paid by the

SHAREHOLDERS in proportions equal to their shareholding of shares in the

COMPANY and they hereby indemnify each other accordingly.

14.2

Insofar as any guarantees may be furnished pursuant to 14.1 supra, same

shall as far as possible be on a non-joint and several basis.

15.

Dividend Policy

The dividend policy of the COMPANY shall be determined by the BOARD from time to

time and shall be subject to the following criteria:-

Page 33

15.1

due regard shall at all material times be had to the prudent ongoing

requirements of the COMPANY;

15.2

any disparity in the LOAN ACCOUNTS shall be extinguished as a first charge

from available funds;

15.3

subject to the overriding provisions of clauses 15.1 and 15.2 supra, an annual

dividend shall be declared as soon as reasonably possible after the audited

financial statements of the COMPANY, in respect of the financial year or

period in question, are issued to the SHAREHOLDERS;

15.4

that the COMPANY has sufficient cash on hand to pay such dividends. It

shall not be competent for the COMPANY to undertake borrowings for such

purpose;

15.5

that the amount of the dividend so declared shall be paid within a period of 30

(thirty) days thereafter.

16.

Administration

The day to day administration of the COMPANY shall fall to be dealt with by the

Executive Committees referred to in clause 10 supra until such time as the BOARD

appoints a chief executive officer, who in turn shall be answerable to the BOARD. In

no way derogating from the aforegoing, the decisions of the BOARD in regard to the

aforegoing shall at all times be subject to the overriding entrenched provisions set forth

in clause 17 infra.

Page 34

17.

Entrenched Provisions

Notwithstanding anything to the contrary in the AGREEMENT or the Articles of

Association of the COMPANY contained, no decision shall be made and no action

shall be taken in regard to any matter set forth hereafter by the COMPANY or by any

director except in terms of an unanimous resolution of the full BOARD, in the absence

whereof the matter in issue shall be referred for decision to a properly convened and

constituted general meeting of the COMPANY and which shall require the unanimity of

the SHAREHOLDERS [save where there are more than 2 (two) SHAREHOLDERS, in

which event it shall require the approval of members holding in the aggregate not less

than 75% (seventy-five per centum) of the total issued share capital of the COMPANY]

to be effective:-

17.1

any variation, amendment or alteration to the memorandum or articles of

association of the COMPANY or the capital structure thereof save as may be

provided in the AGREEMENT to the contrary;

17.2

the voluntary liquidation of the COMPANY;

17.3

any material change in the accounting policy as used for the audited financial

statements of the COMPANY;

17.4

the issue of any shares (or convertible instruments of debt - irrespective of the

format thereof) by the COMPANY, whether or not pursuant to a rights issue or

the creation of any share trust or otherwise;

Page 35

17.5

the acquisition or incorporation by the COMPANY of any direct or indirect

subsidiaries;

17.6

the cessation or variation of any material aspect of the business of the

COMPANY;

17.7

the granting of any share options or the conclusion of any profit-sharing

arrangements by the COMPANY not identified in the annual business plan

and budget such as, inter alia, bonus and other staff incentive schemes;

17.8

the appointment or removal of the AUDITORS save for the initial appointment

as provided in clause 7.1 supra;

17.9

the appointment and removal of any director of the COMPANY;

17.10

the appointment and removal of any member of any Executive Committee;

17.11

the DISPOSITION of any major asset of the COMPANY;

17.12

the listing of the COMPANY on any recognised Stock Exchange;

17.13

the repayment of any LOAN ACCOUNT in the absence of any written

agreement to the contrary; and

17.14

the DISPOSITION of the controlling interest in any SHAREHOLDER as

provided in clause 19.3 infra.

Page 36

18.

BEE

18.1

The SHAREHOLDERS record that their present structures are such that they

satisfy the prevailing BEE requirements under the MPRDA and that they will

at all times during the subsistence of the AGREEMENT ensure that such

position is maintained.

18.2

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

require the SHAREHOLDERS to admit BEE investors directly into the

COMPANY, then and in such event the PARTIES reciprocally warrant in

favour of each other that they will use their best endeavours to do so, by

restructuring the COMPANY (on a basis whereby there will be an equal

dilution of their respective shareholdings) in order to facilitate the aforegoing

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

(twenty six) per centum] of the total issued share capital of the COMPANY

being held by a BEE entity and/or BEE Trust whereby the latter will enjoy

BOARD representation and in which event the AGREEMENT shall be

amended in order to provide therefor.

18.3

In the event of the admission of a BEE member to the COMPANY, all

decisions of members shall require the approval of members holding in the

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

capital of the COMPANY, to be effective.

18.4

The PARTIES acknowledge and agree that the implementation of the

provisions of clause 18.2 supra shall not constitute or be deemed to constitute a

Page 37

trigger event for the exercise by any SHAREHOLDER of a pre-emptive right as

more fully set forth in clause 19 infra.

19.

Pre-Emption

19.1

Should a SHAREHOLDER intend to dispose of its SHAREHOLDING UNIT,

such SHAREHOLDER shall give notice in writing ("the transfer notice") to the

other SHAREHOLDER (by either prepaid registered post or by personal

delivery) of its desire to dispose of its SHAREHOLDING UNIT (which shall be

indivisible as to the shares and LOAN ACCOUNT). Thereupon the following

terms and conditions shall apply:-

19.1.1

for a period of 60 (sixty) days from the date of receipt of the

transfer notice ("the notice date"), the other SHAREHOLDER shall

have the right and option to acquire the SHAREHOLDING UNIT

of the giver of the notice ("the transferor") upon the following terms

and conditions:-

19.1.1.1

the value of, and accordingly the price payable for, the

transferor's SHAREHOLDING UNIT shall be specified

by the transferor in the transfer notice together with

any other terms or conditions applicable thereto and in

the absence of agreement, the value shall be the

VALUATION;

19.1.1.2

the other SHAREHOLDERS shall have the right to

acquire the transferor's SHAREHOLDING UNIT in the

Page 38

proportions pro rata to their own shareholdings in the

COMPANY and if any one SHAREHOLDER declines

to exercise such right, the remaining

SHAREHOLDERS may then acquire pro rata the

whole of the transferor's SHAREHOLDING UNIT;

19.1.1.3

notwithstanding anything set forth above, the other

SHAREHOLDERS cannot acquire only a portion of

the transferor's SHAREHOLDING UNIT, but must

acquire the whole of it (as provided in 19.1.1.2 supra),

and if the whole of it is not acquired by the other

SHAREHOLDERS, then the other SHAREHOLDERS

shall be deemed to have elected not to acquire the

transferor's SHAREHOLDING UNIT - by agreement

between all the SHAREHOLDERS the transferor shall

be entitled to sell portion of its SHAREHOLDING UNIT

and not necessarily the whole of it;

19.1.1.4

the acquiring SHAREHOLDER/S shall within a period

of 30 (thirty) days after the date of the acquisition, pay

the amount due by them/it in cash against transfer and

cession of the transferor's SHAREHOLDING UNIT;

19.1.1.5

prior to the transfer of the transferor's

SHAREHOLDING UNIT to the acquiring

SHAREHOLDER/S, the other SHAREHOLDER/S

Page 39

shall (if possible) obtain the discharge of the transferor

or its nominees from any liability under all or any

guarantees, suretyships or indemnities (the

guarantees) given or made by the transferor or its

nominees in respect of the obligations of the

COMPANY. Should release of all such guarantees

not be obtainable by the other SHAREHOLDER/S,

then on transfer of the transferor's SHAREHOLDING

UNIT the other SHAREHOLDER/S indemnify/ies the

transferor against all claims of whatsoever nature and

kind and howsoever arising, from any such

guarantees.

19.1.2

19.1.2.1

In the event that the other SHAREHOLDERS do not

exercise the right to acquire the transferor's

SHAREHOLDING UNIT, then at the expiration of the

aforesaid period of 60 (sixty) days, the transferor shall

be entitled to dispose of its SHAREHOLDING UNIT to

any outside party, but such disposition shall in no

circumstances be on terms or at a price more

favourable than those upon which the other

SHAREHOLDERS could have acquired the said

SHAREHOLDING UNIT, and such disposition shall be

to an individual, firm or company acceptable to the

Page 40

other SHAREHOLDERS (which acceptance shall not

be unreasonably withheld and the onus in this regard

shall at all times rest on the transferor) and subject to

such individual, firm or company (and which shall

include all the directors and major shareholders

thereof) binding himself to the terms and conditions

hereof in substitution for the transferor.

19.1.2.2

In the event of the transferor deciding to dispose of its

SHAREHOLDING UNIT to an outside person on terms

and at a price more favourable than those upon which

the other SHAREHOLDERS could have acquired its

SHAREHOLDING UNIT, then the other

SHAREHOLDERS shall have a further right and

option to acquire the transferor's SHAREHOLDING

UNIT at a price and on the terms offered by such

bona

fide outside party. Such further option shall be

available for acceptance by the other

SHAREHOLDERS for a period of 14 (fourteen) days

from the date of receipt by the other

SHAREHOLDERS of written notice from the

transferor, which notice shall state the name of the

outside party and full details of all the other terms of

acquisition offered by such outside party.

Page 41

19.1.2.3

In the event of such transfer notice being given and no

sale eventuating to the other SHAREHOLDERS or the

outside party within the time periods stated, then the

transfer notice shall be deemed to have been

withdrawn and any SHAREHOLDER desiring to

dispose of its SHAREHOLDING UNIT shall be obliged

to carry out the provisions of this agreement relative to

the disposition of a SHAREHOLDING UNIT, de novo.

19.2

Should an application be made for the provisional or final liquidation of the

estate of any SHAREHOLDER, it shall be deemed to have offered to dispose

of its SHAREHOLDING UNIT mutatis mutandis on the same terms and

conditions contained in sub-clause 19.1.1 supra. The offer shall be deemed

to have been made 1 (one) day prior to the date of the happening of the event

afore-mentioned and shall be open for acceptance by the remaining

SHAREHOLDER during the ensuing 60 (sixty) day period.

19.3

19.3.1

"Control” for the purposes of this clause 19.3 shall mean a

holding or aggregate holdings of shares or other securities or

other beneficial interests in a company or trust or corporation or

other vehicle (collectively “the entity”) entitling the holder thereof

to exercise, or cause to be exercised, directly or indirectly, 35%

(thirty five per centum) or more of the voting rights at meetings of

the members of the entity irrespective of whether such holding or

Page 42

holdings confer de facto control and “controlling” shall have a

corresponding meaning.

19.3.2

Should the extant controlling members of an entity constituting

the controlling member of a SHAREHOLDER (“Party A”) at any

time after the CLOSING DATE wish to DISPOSE of their

controlling interest in the entity, then and in such event they

shall require the written consent of the remaining

SHAREHOLDER (“

Party B”) as a pre-requisite thereto, failing

which such DISPOSITION or intended DISPOSITION shall ipso

facto constitute an offer by Party A to sell its SHAREHOLDING

UNIT to Party B on the basis set forth in sub-clause 19.1 supra.

19.3.3

In no way derogating from the aforegoing, it is fundamental to the

conclusion of the AGREEMENT that if the entity has a

controlling BEE member, then and in such event Party A and

Party B shall use their reasonable commercial endeavours to

ensure that the BEE status of the COMPANY is in some form or

another maintained.

19.4

In no way derogating from 19.3 supra, should DRDGold Limited (which is the

ultimate holding company of CROWN) or should MINTAILS AUS (which is the

ultimate holding company of ERGO URANIUM) and neither of which has a

controlling shareholder, at any time after the CLOSING DATE be the subject

of a change in control as defined in 19.3 supra, then the affected

SHAREHOLDER, that is either CROWN or ERGO URANIUM, as the case

Page 43

may be (“Party C”) shall be deemed to have granted the other

SHAREHOLDER (“Party D”) an irrevocable call option to acquire the

SHAREHOLDING UNIT of Party C within a period of 30 (thirty) days after the

event giving rise to the change in control, at the VALUATION, and if

exercised within such period the provisions of clauses 19.1.1.4 and 19.1.1.5

supra shall apply, mutatis mutandis, thereto. Should the call option not be

exercised timeously then, in the absence of any written extension thereof, it

shall lapse and be of no further force or effect.

19.5

Notwithstanding anything to the contrary in 19.1 to 19.4 supra, should a

DISPOSITION by a SHAREHOLDER of its SHAREHOLDING UNIT as

hereinbefore provided, or the liquidators of the insolvent estate, as the case

may be, either fail to offer the shares for sale or fail within a reasonable period

after the acceptance of the offer or the determination of the price, whichever

event occurs later, to deliver the identified shares and cession of the identified

LOAN ACCOUNT to the accepting members/transferees, any director of the

COMPANY for the time being is irrevocably authorised to offer the

SHAREHOLDING UNIT for sale or to effect the transfer and cession of the

SHAREHOLDING UNIT against receipt of the purchase price on behalf of the

transferor. The receipt of the COMPANY for the purchase price shall be a

valid discharge to the accepting members/transferees.

20.

Breach Provisions

20.1

Should any of the PARTIES commit a breach of any of the provisions of the

AGREEMENT which are applicable to it, then and in such event and save

Page 44

where provided elsewhere to the contrary in the AGREEMENT, the aggrieved

PARTY/IES shall be obliged to afford the guilty PARTY/IES a period of 30

(thirty) days written notice (calculated from the date of receipt thereof) within

which to remedy the breach {or such longer period, not to exceed a further 30

(thirty) days, should the breach not be reasonably capable of being remedied

within the first period of 30 (thirty) days}, failing which the aggrieved

PARTY/IES shall then be entitled at its sole and absolute discretion, subject

to 20.2 infra, to cancel the AGREEMENT and claim damages, alternatively to

abide thereby and claim damages without prejudice to any other rights then

vested in the aggrieved PARTY/IES in law.

20.2

Notwithstanding anything to the contrary in 20.1 supra, the aggrieved

PARTY/IES shall only be entitled to cancel the AGREEMENT if the breach is

of a material nature and strikes at the roots of the AGREEMENT and cannot

otherwise be reasonably remedied by monetary compensation, alternatively if

such compensation is claimed and not paid.

21.

Signing Powers

21.1

All cheques or contracts or other documents required to be signed by or for

and on behalf of the COMPANY shall be made and signed, as the case may

be, under the joint signatures of any 2 (two) authorised signatories.

21.2

A resolution of a general meeting of the COMPANY shall be entitled to revoke

or amend the aforegoing authority from time to time.

Page 45

22.

Listing on an approved stock exchange

22.1

If at any time the SHAREHOLDERS resolve to apply for a listing of the

COMPANY (directly or through a special purpose vehicle) on any stock

exchange (the “Exchange”), the PARTIES each undertake to support such

application and accordingly jointly undertake to:-

22.1.1

vote (in accordance with the provisions of clause 11.4 supra) in

favour of:-

22.1.1.1

the listing; and

22.1.1.2

all resolutions to increase or otherwise alter the share

capital of the COMPANY as may be necessary for the

purposes of such listing;

22.1.2

to enter into, in anticipation of such listing:-

22.1.2.1

such voting pool and other agreements as may be

determined by the SHAREHOLDERS acting

reasonably or as required by the Exchange and

covering, inter alia, the pre-emptive rights of all the

SHAREHOLDERS and a reasonable restriction on the

sale of any listed shares;

22.1.2.2

any variation of the AGREEMENT which will be

necessitated by the listing.

Page 46

22.2

Notwithstanding anything to the contrary in 22.1 supra, should any dispute

arise between the SHAREHOLDERS as to either the modus operandi for a

listing or the terms and conditions thereof which they are unable to resolve

amongst themselves, then and in such event same shall be referred to The

Standard Bank of South Africa Limited (Corporate Banking Division) for

determination and whose decision in such regard shall be final and binding on

the PARTIES.

23.

Good Faith and Implementation

23.1

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

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

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

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

23.2

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

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

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

limiting the generality of the aforegoing, that:-

23.2.1

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

reasonably, honestly and in good faith;

23.2.2

they will perform their obligations arising from the AGREEMENT

diligently and with reasonable care; and

Page 47

23.2.3

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

affect the execution of the AGREEMENT or its implementation

from time to time.

24.

Admission of new members

To the extent that any new members may be admitted as such to the COMPANY at

any time after the CLOSING DATE, then and in such event it shall be a pre-requisite

of such admission that such party subscribes his/its agreement in all respects to the

AGREEMENT, modified where necessary, and in the absence thereof no shares in the

COMPANY shall be capable of being transferred or issued to it save with the consent

in writing of all the then SHAREHOLDERS. In no way derogating from the aforegoing,

the PARTIES shall at all times be obliged to take into consideration the prevailing BEE

criteria so as to ensure that the COMPANY complies with all DME requirements.

25.

Duration

The AGREEMENT shall remain in force for so long as either CROWN or ERGO

URANIUM is a SHAREHOLDER.

26.

Dispute Resolution

26.1

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

subject matter of the AGREEMENT including without limitation any dispute

concerning:-

26.1.1

the existence of the AGREEMENT apart from this clause 26;

Page 48

26.1.2

the interpretation and effect of the AGREEMENT and the

ANCILLARY AGREEMENTS;

26.1.3

the PARTIES’ respective rights and obligations under the

AGREEMENT, the ANCILLARY AGREEMENTS and under the

TERM SHEET;

26.1.4

the rectification of the AGREEMENT;

26.1.5

the breach, termination or cancellation of the AGREEMENT or

any matter arising out of breach, termination or cancellation

thereof;

26.1.6

damages in delict, compensation for unjust enrichment of any

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

from this clause) is valid and in force,

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

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

•

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

Executive Officer of ERGO URANIUM on the other hand; thereafter

•

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

Officer of MINTAILS SA; thereafter

Page 49

•

to the Chief Executive Officer of DRDGold Limited and the Chief

Executive Officer of MinTails Limited of Australia.

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

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

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

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

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

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

by arbitration as set out in clauses 26.2 to 26.9 infra.

26.2

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

mediation referred to in clause 26.1 supra has not been able to resolve a

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

the dispute and setting out the relief required.

26.3

Within 30 (thirty) days of receipt of the notice referred to in clause 26.2 above,

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

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

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

appointed must be, taking into account the nature of the dispute, suitably

qualified to deal with the matter and be totally independent of the PARTIES

and not have represented any of the PARTIES at any prior stage.

26.4

The arbitration shall be held in Johannesburg and the PARTIES shall

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

Page 50

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

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

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

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

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

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

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

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

arbitrator.

26.5

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

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

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

circumstances.

26.7

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

private and be kept confidential.

26.7

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

26.8

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

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

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

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

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

PARTIES to the dispute and the remaining judge who shall be appointed by

Page 51

the 2 (two) nominated retired judges and who shall act as the chairman of the

panel. The procedures to be followed in connection with the appeal process

shall be determined in accordance with those prescribed by AFSA unless the

PARTIES agree to the contrary.

26.9

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

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

the decision of the arbitrator.

27.

Signature of Documents

In no way derogating from any other provision of the AGREEMENT, the PARTIES

reciprocally undertake that they will do all things in their power and use their best

endeavours, including the convening and holding of all necessary meetings of the

BOARD and the COMPANY, the passing of all necessary resolutions and the

execution and registration, wherever applicable, of whatever servitudes or similar such

documents may be required, in order to give effect to the AGREEMENT and the

ANCILLARY AGREEMENTS.

28.

Regulatory Matters

The PARTIES shall respectively co-operate with each other to ensure that all

information necessary or desirable for the making of (or responding to any requests for

further information consequent upon) any notification or filings made in respect of the

AGREEMENT or the transactions contemplated by the ANCILLARY AGREEMENTS,

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is supplied to the third party dealing with such notifications and filings and that they are

properly, accurately and promptly made.

29.

Announcements/Confidentiality

29.1

No announcements of or in connection with the AGREEMENT shall be made

by any of the PARTIES without the prior written concurrence of the others

which shall not be unreasonably withheld where same are required to comply

with any statutory requirements.

29.2

The PARTIES agree and undertake at all times to respect the confidentiality

of the AGREEMENT and not to disseminate the contents thereof in any

manner to third parties other than the bona fide professional advisors of the

PARTIES from time to time.

30.

No Partnership

Nothing in the AGREEMENT shall be deemed to constitute a partnership between the

PARTIES or constitute any PARTY the agent of any other PARTY for any purpose.

31.

Clause Headings

The clause headings to the AGREEMENT are for reference purposes only and do not

bear upon the interpretation of the AGREEMENT. If any provision in a definition is a

substantive provision conferring rights or imposing obligations on any party,

notwithstanding that it is only in the definition, effect shall be given to it as if it were a

substantive provision in the body of the AGREEMENT.

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32.

Domicilia

32.1

The PARTIES hereby choose domicilia citandi et executandi for all purposes

under the AGREEMENT at the addresses set opposite their respective names

hereunder:-

32.1.1

CROWN - 4 Ebsco House, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,

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

32.1.2

ERGO URANIUM - 1

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

▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ - telefax number 012

346-4409,

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

▇▇

▇▇▇▇▇, ▇▇ House, ▇▇

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

712-0712.

32.2

Any notice to either party shall be addressed to such PARTY at its domicilium

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

notice -

32.2.1

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

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

thereof if a business day, otherwise the next following business

day;

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32.2.2

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

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

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

business day.

32.3

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

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

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

the notice in question.

32.4

Notwithstanding anything to the contrary hereinbefore contained, a written

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

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

notice or communication to such PARTY.

33.

Non-Variation

33.1

No variation or amendment of the AGREEMENT will be of any force or effect

unless reduced to writing and signed by all the PARTIES.

33.2

No consensual termination of the AGREEMENT will be of any force or effect

unless reduced to writing and signed by all the PARTIES.

33.3

No waiver or abandonment of any PARTY's rights arising from the

AGREEMENT, accrued or otherwise, will be of any force or effect as against

Page 55

such PARTY unless such waiver or abandonment is reduced to writing and

signed by the PARTY waiving and abandoning such rights.

33.4

No oral statements and no conduct by a PARTY relating to any purported

variation, amendment, cancellation, waiver or abandonment will estop a

PARTY from relying upon the formalities prescribed in the preceding sub-

clauses of this clause.

33.5

Neither of the PARTIES shall be entitled, without the prior written consent of

the other which shall not be unreasonably withheld, to cede or assign any of

its rights or delegate any of its obligations arising out of the AGREEMENT

save that the onus of proof that the consent is being unreasonably withheld,

shall rest on the PARTY seeking the cession and assignment.

34.

Costs

The costs hereof and incidental hereto shall be borne and paid by the

SHAREHOLDERS in equal shares.

35.

Severability of Contract

In the event of any provisions of the AGREEMENT being invalid, such provision/s shall

be regarded as severable from the remainder of the AGREEMENT which shall remain

of full force and effect.

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36.

Governing Laws

Irrespective of where the AGREEMENT may be signed by either of the PARTIES, the

AGREEMENT shall in all respects be interpreted, governed and implemented in

accordance with the laws of South Africa.

37.

Whole Agreement

The AGREEMENT which shall supersede any prior agreements or any one or more

thereof in relation to the COMPANY, constitutes the entire contract between the

PARTIES and no amendment or consensual cancellation of the AGREEMENT or any

provision or term thereof, and no extension of time, waiver, relaxation or suspension of

any of the provisions or terms of the AGREEMENT, shall be of legal efficacy save

insofar as the same is reduced to writing and signed by the PARTIES.

38.

Counterparts

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

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

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

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

counterparts in original form showing the original signatures.

Page 57

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

day of August 2008, in

the presence of the undersigned witnesses.

As witnesses:-

For: Crown Gold Recoveries (Proprietary)
Limited

/s/▇▇ ▇▇▇▇▇
director who by his signature warrants that
he is duly authorised hereto-

Thus done and signed by the ERGO URANIUM at Johannesburg on this the 15

day of

August 2008, in the presence of the undersigned witnesses.

As witnesses:-

For: Ergo Uranium (Proprietary) Limited

/s/DAW van der ▇▇▇▇
director who by his signature warrants that
he is duly authorised hereto-

Thus done and signed by the ERGO MINING at Johannesburg on this the 15

day of August

2008, in the presence of the undersigned witnesses.

As witnesses:-

For: Ergo Mining (Proprietary) Limited

/s/▇▇ ▇▇▇▇▇▇▇
director who by his signature warrants that
he is duly authorised hereto-

Annexe "A"

Extracts from the Minutes of a Meeting of the Board of Directors of Crown Gold Recoveries
(Proprietary) Limited, held at Johannesburg on the 15

day of August 2008

Resolved that :-

The company enters into a shareholders
agreement with Ergo Uranium (Proprietary)
Limited in relation to Ergo Mining

(Proprietary) Limited upon the terms and
conditions contained in a draft of such
agreement which was tabled at this

meeting.

▇▇▇▇▇▇▇ Methley ▇▇▇▇▇▇, in his capacity as
a director of the company, be and he is
hereby authorised to sign the said

agreement for and on behalf of the

company.

Certified True Extracts

Chairman of the Meeting

Annexe “B”

Extracts from the Minutes of a Meeting of the Board of Directors of Ergo Uranium (Proprietary)
Limited, held at Johannesburg on the 15

day of August 2008

__________________________________________________________________________

Resolved that :-

The company enters into a shareholders
agreement with Crown Gold Recoveries
(Proprietary) Limited in relation to Ergo
Mining (Proprietary) Limited upon the terms
and conditions contained in a draft of such
agreement which was tabled at this

meeting.

Diederik ▇▇▇▇▇▇ ▇▇▇▇▇▇ van der ▇▇▇▇, in his
capacity as a director of the company, be
and he is hereby authorised to sign the said
agreement for and on behalf of the

company.

Certified True Extracts

Chairman of the Meeting

Annexe "C"

Extracts from the Minutes of a Meeting of the Board of Directors of Ergo Mining (Proprietary)
Limited, held at Johannesburg on the 15

day of August 2008

Resolved that :-

The company enters into a shareholders
agreement with Crown Gold Recoveries
(Proprietary) Limited and Ergo Uranium
(Proprietary) Limited upon the terms and
conditions contained in a draft of such
agreement which was tabled at this

meeting.

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in his capacity as a
director of the company, be and he is
hereby authorised to sign the said

agreement for and on behalf of the

company.

Certified True Extracts

Chairman of the Meeting

Annexe “D”

Schedule of ANCILLARY AGREEMENTS

(vide clause 1.1.2 supra)

Sale Agreement to be entered into by and between Ergo Uranium (Pty) Limited and
Ergo Mining (Proprietary) Limited in relation, inter alia, to the sale of the “Brakpan
Plants”.

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

Elsburg Gold Mining Joint Venture Agreement to be entered into by and between East
Rand Proprietary Mines Limited and Mogale Gold (Pty) Limited.

DRD SA FACILITY AGREEMENT.

ERGO URANIUM FACILITY AGREEMENT.

Annexe “E”

Copy of DRD SA FACILITIES AGREEMENT

(vide clause 1.1.14 supra)

Annexe “F”

Copy of ERGO URANIUM FACILITY AGREEMENT

(vide clause 1.1.18 supra)

ERGO MINING – Shareholders Agreement

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