DATE 26 JUNE 2014 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...

Exhibit 4.28

EXECUTION

DATE 26 JUNE 2014

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

1.		DEFINITIONS AND INTERPRETATION		1
2.		AMENDMENT TO THE DEED OF NOVATION		2
3.		MISCELLANEOUS		3
4.		GOVERNING LAW		4

- i -

PARTIES:

THIS AGREEMENT (the Amendment Agreement) is dated      June 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 ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ as facility agent of the Finance Parties (in this capacity, the Facility Agent);

(4) CREDIT SUISSE AG, of ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 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, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (the Security SPV).

BACKGROUND

A. 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) (the Term Loan Facility Agreement).

B. By this 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 shall have the same meaning when used in this 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 Amendment Agreement as if set out in this Amendment Agreement, but with all necessary modifications.

1.3. Finance Document

This Amendment Agreement is a Finance Document.

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2. AMENDMENT TO THE TERM LOAN FACILITY AGREEMENT

2.1. Amendments

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

2.1.2. the letters and number “US$178,100,000” contained in Recital J of the Term Loan Facility Agreement shall be deleted and replaced with the following:

“US$184,100,000 (one hundred and eighty four million one hundred thousand dollars)”;

2.1.3. the letters and number “US$178,100,000” contained in clause 1.1.233 of the Term Loan Facility Agreement shall be deleted and replaced with the following:

“US$184,100,000 (one hundred and eighty four million one hundred thousand dollars)”;

2.1.4. clause 1.1 (Definitions) of the Term Loan Facility Agreement shall be amended by inserting a new definition of “VAT Refund” after the definition of “VAT” and before the definition of “Wits Gold” as follows:

“1.1.244 VAT Refund means any payments made by the South African Revenue Service to Southgold in respect of a refund of payments made or to be made by Southgold to the South African Revenue Service during the period from the commencement of Business Rescue Proceedings to the Effective Date in satisfaction of estimated VAT liabilities Southgold owed to the South African Revenue Service and arising from the compromise of the amounts owed to Southgold’s creditors pursuant to the provisions of the Business Rescue Plan;”

2.1.5. a new clause 7.2.2 (VAT Refund) shall be added to the Term Loan Facility Agreement after clause 7.2.1.1.4 and before clause 7.3 (Voluntary Prepayment of the Facility A Loans) as follows:

“7.2.2 VAT Refund

7.2.2.1 Immediately upon receipt of any VAT Refund, the Borrower shall promptly notify the Facility Agent.

7.2.2.2 Within 3 (three) Business Days of the provision of the notice referred to in clause 7.2.2.1, the Borrower shall pay to the Facility Agent the full proceeds of any VAT Refund and such proceeds shall be applied by the Facility Agent in prepayment of the Facility A2 Loan in proportion to each Lenders’ participation in such Facility A2 Loan.

7.2.2.3 For the avoidance of doubt, no VAT Refund shall form part of nor be construed as forming part of Free Cash.”

- 2 -

2.1.6. 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			1,500,000				5,500,000				25,500,000				59,999,965.50				92,499,965.50
Standard Chartered Bank			1,500,000				5,500,000				25,500,000				59,100,034.50				91,600,034.50
Total			3,000,000				11,000,000				51,000,000				119,100,000				184,100,000.00

2.1.7. the letters and number “US$178,100,000” contained in Schedule 2 (Form of Transfer Certificate) of the Term Loan Facility Agreement in the heading of such form shall be deleted and replaced with the following:

“US$184,100,000 (one hundred and eighty four million one hundred thousand dollars)”;

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;

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

- 3 -

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 32 (Notices), clause 34 (Partial Invalidity), clause 35 (Remedies and Waivers), clause 36 (Amendments and Waivers), clause 37 (Counterparts), clause 38 (Governing Law), clause 39 (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

6.1. 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.

- 4 -

SIGNATURES

Borrower

EXECUTED by:

SOUTHGOLD EXPLORATION

PROPRIETARY LIMITED

Acting by:

/s/ ▇▇▇▇▇ Van Den ▇▇▇▇▇
Name: ▇▇▇▇▇ Van Den ▇▇▇▇▇				Witness
Title: Business Rescue Practitioner

Prior to Effective Date:
Physical Address:		▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
Postal Address:		P O ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Attention:		The Chief Executive Officer
Fax:		▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇
With a copy to (which shall not constitute notice):
Address:		▇▇▇▇▇▇▇▇, Suite 1500 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ / Great Basin Responsible Partner
Fax:		▇▇▇▇ (▇▇▇) ▇▇▇ ▇▇▇▇

After Effective Date:
Physical Address:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ (off Cedar
		Avenue), Libanon, Westonaria, 1779
Postal Address:		▇▇▇▇▇ ▇▇▇▇▇▇
Attention:		The Chief Executive Officer
Fax:		▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇

Lender

EXECUTED by:

CREDIT SUISSE AG

Acting by:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇				/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇				Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director				Title: Managing Director

Address:		▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Attention:		▇▇▇▇▇▇ ▇▇▇▇▇
Telephone:		▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇
Fax:		▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇
Email:		▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ /
		▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇

Lender

EXECUTED by:

STANDARD CHARTERED BANK

Acting by:

/s/ ▇▇▇▇▇▇ ▇▇▇▇				/s/ P. A. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇				Name: P. A. ▇▇▇▇▇▇▇
Title: Senior Manager				Title: Regional Head

Address:		▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attention:		▇▇▇▇ ▇▇▇▇▇▇ / ▇▇▇▇ ▇▇▇▇
Telephone:		▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ / ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Fax:		▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Email:		▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇ / ▇▇▇▇.▇▇▇▇@▇▇.▇▇▇

Facility Agent

EXECUTED by:

CREDIT SUISSE AG

Acting by:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇						/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇				Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:		Director				Title: Managing Director

Address:		▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Attention:		▇▇▇▇▇▇ ▇▇▇▇▇
Telephone:		▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇
Fax:		▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇
Email:		▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ /
		▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇

Security Agent

EXECUTED by:

CREDIT SUISSE AG

Acting by:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇				/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇				Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director				Title: Managing Director

Address:		▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Attention:		▇▇▇▇▇▇ ▇▇▇▇▇
Telephone:		▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇
Fax:		▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇
Email:		▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇ / ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇

Parallel Debt Agent

EXECUTED by:

STANDARD CHARTERED BANK

Acting by:

/s/ ▇▇▇▇▇▇ ▇▇▇▇				/s/ P. A. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇				Name: P. A. ▇▇▇▇▇▇▇
Title: Senior Manager				Title: Regional Head

Address:		▇▇▇ ▇▇▇▇▇, ▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇ Province South Africa
Attention:		▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Telephone:		▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ / ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
Fax:		▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇
Email:		▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇

Security SPV

EXECUTED by:

PURPLE RAIN SECURITY SPV (RF)

PROPRIETARY LIMITED

Acting by:

/s/ ▇. ▇▇▇▇-▇▇▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇-▇▇▇▇▇▇▇▇▇				Name:
Title: Director				Title:

Address:		GMG Trust Company, 3rd Floor, 200 on Main, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇:		Managing Director
Telephone:		▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
Fax:		▇▇▇ ▇▇▇ ▇▇▇▇
Email:		▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇