SALE AND PURCHASE AGREEMENT between RUSTENBURG PLATINUM MINES LIMITED Registration number 1931/003380/06 and SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED Registration number 2015/305479/07 and

Exhibit 4.31

Confidential portions of this exhibit have
been omitted and filed separately with the
Securities and Exchange Commission

FOIA confidential treatment
requested: [***] indicates that certain
information contained herein has been
omitted and filed separately with the
Securities and Exchange Commission.
Confidential treatment has been requested
with respect to such omitted portions.

EXECUTION VERSION

SALE AND PURCHASE AGREEMENT

between

RUSTENBURG PLATINUM MINES LIMITED

Registration number 1931/003380/06

and

SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED

Registration number 2015/305479/07

and

SIBANYE GOLD LIMITED

Registration number 2002/031431/06

TABLE OF CONTENTS

		Page No.

1.	Definitions and interpretation	1
2.	Introduction	31
3.	Conditions Precedent	32
4.	Sale and purchase	38
5.	Assumption of Assumed Liabilities	39
6.	Risk, benefit and ownership: Sale Assets and Assumed Liabilities	39
7.	Gross Consideration	39
8.	Purchase Price	40
9.	Allocation of the Gross Consideration	41
10.	Closing and Delivery of the Business	41
11.	Post-Closing obligations in relation to certain Sale Assets and related matters	45
12.	Liabilities under the Mining Right EMP relating to the Smelting and Refining Operations	53
13.	Employees	55
14.	The Surface Lease	55
15.	Conduct of the Business pending the Effective Date	55
16.	Prospecting Right Applications	58
17.	Publication in terms of the Insolvency Act	59
18.	Warranties given by the Seller	60
19.	Warranties given by the Purchaser and SGL	61
20.	Further warranties	62
21.	Limitation of liability	63
22.	Claims	67
23.	Value-added tax	68
24.	Indemnity	69
25.	Insurance policies and occurrence of an Insurable Event	71
26.	Release from guarantees and suretyships	71
27.	Transitional Services	72
28.	Intra-group payables at the Effective Date	72
29.	Recordals and general undertaking	72
30.	No mandatory offer	72
31.	Employment undertakings	72
32.	SGL Guarantee	74

33.	Confidentiality	74
34.	Public announcements	74
35.	Breach	75
36.	Arbitration	76
37.	Miscellaneous matters	77

Annexe A	Material Transferring Contracts	82
Annexe B1	Transferring Contracts as at the Signature Date (non-exclusive listing)	83
Annexe B2	Excluded Contracts	84
Annexe C	Excluded Assets	85
Annexe D	Immovable Properties	95
Annexe E	Terms and conditions applicable to Transferring Employees	100
Annexe E1	Signature Date Employees	103
Annexe F	Permits as at the Signature Date	104
Annexe G	Surface Rights Permits	110
Annexe H	Allocation of Gross Consideration	111
Annexe I	Map of the footprint of the Waterval Smelter Complex	112
Annexe J	Upfront Purchase Price	113
Annexe J1	Pro Forma Effective Date Accounts	121
Annexe J2	Reference Financial Information	124
Annexe K	Deferred Purchase Price	127
Annexe L	Tailings dams	153
Annexe M	Seller's Warranties	154
Annexe M1	List of persons	162
Annexe N	Retained and Non-Retained Land	163
Annexe O	Bafokeng Land	164
Annexe P	Mine Area	165
Annexe Q	Non Mine Area Leased Properties	166
Annexe R	Deed of Cession: Prospecting Right	000
Xxxxxx X	Deed of Cession: Mining Right	170
Annexe T	Legal Opinion	173
Annexe U	Water uses under the Main IWUL	186
Annexe V	Infrastructure and operations	000
Xxxxxx X	Creditors as at 31 August 2015	195
Annexe X	Table	196

1.Definitions and interpretation

1.1	In this Agreement, the following words and phrases shall, unless otherwise stated or where inconsistent with the context in which they appear, bear the following meanings, and cognate terms and expressions shall bear corresponding meanings:
1.1.1	"20-day VWAP"	with reference to any Calculation Date, the volume weighted average price of a SGL Share for the 20 Trading Day period ending on the Calculation Date, calculated from and with reference to the relevant volume weighted daily data supplied by the JSE from time to time, provided that:
1.1.1.1		if the SGL Shares trade 'cum dividend' for any Trading Day forming part of the 20-day VWAP calculation but will be allotted and issued to the Seller excluding such distribution, the 20-day VWAP calculation will be adjusted to exclude therefrom (by subtracting from the relevant trading price/s) the face value of any cash distribution and the fair value of any in specie distribution on each such affected Trading Day; and
1.1.1.2		if any share split or share consolidation occurs in respect of the SGL Shares on any Trading Day forming part of the 20-day VWAP calculation period, or thereafter but before the relevant Consideration Shares are allotted and issued to the Seller, then the 20-day VWAP will be adjusted so as to reflect the impact of such split or consolidation for the entire 20-day VWAP period by adjusting the trading price per SGL Share on each relevant Trading Day in the 20-day VWAP period which occurs prior to the implementation of the split or consolidation in line with the following example: if the trading price on a relevant Trading Day was R20.00, and (i) the SGL Shares were consolidated to 1 for every 5 held (ie 5:1), then the price for that Trading Day would be adjusted to R100.00; and (ii) the SGL Shares were split to 10 for every 1 held (ie 10:1), then the price for that Trading Day would be adjusted to R2.00,
		such 20-day VWAP to be calculated and rounded to the 5th decimal place (ie the 6th decimal place rounded up if greater than 5 and rounded down if less than 5);

1.1.2	"Agreement"	this sale and purchase agreement, including all Annexes, as amended from time to time in accordance with the provisions hereof;
1.1.3	"Allowed Encumbrance"	any right or obligation of any person existing under or by virtue of (i) any Related Transaction Agreement; or (ii) any laws;
1.1.4	"Anglo American Platinum"	Anglo American Platinum Limited, registration number 1946/022452/06, a public company incorporated in accordance with the laws of South Africa;
1.1.5	"Anglo American Platinum Group"	Anglo American Platinum and its subsidiaries from time to time;
1.1.6	"Anglo Platinum Share Schemes"	the Anglo American Platinum Limited Long Term Incentive Plan, 2013 and the Anglo American Platinum Limited Bonus Share Plan, 2009, in each case as amended from time to time;
1.1.7	"Annexe"	an annexe attached to this Agreement or included in electronic format on a CD / DVD or other electronic storage device and signed by the Parties at the same time as signing this Agreement, and (in the case of Annexes B1, E1, F, G, Q and W) as such Annexes may be updated at or prior to the Effective Date, as provided for in this Agreement and notified in writing by the Seller to the Purchaser (in this regard, Annexes F, G and Q may each be updated by the Seller and delivered to the Purchaser prior to the Effective Date for all Permits, Surface Rights Permits and Non Mine Area Leased Properties as at the Effective Date);
1.1.8	"Applicable Procedures"	the rules and operating procedures for the time being of the CSD and the CSDP, as well as the JSE Listings Requirements;
1.1.9	"Aquarius Platinum"	Aquarius Platinum (South Africa) Proprietary Limited;
1.1.10	"Assumed Liabilities"	has the meaning given to such term in clause 5;
1.1.11	"Bafokeng Land"	the land forming part of or adjacent to the Mine Area which is owned by, in trust for or otherwise for the benefit of the Bafokeng Nation, as indicated in Annexe O;
1.1.12	"Bafokeng Nation"	the Royal Bafokeng Nation;

1.1.13	"Bafokeng Nation Royalty Agreement"	the royalty agreement between the Seller and the Bafokeng Nation signed on 7 September 2015, relating to, inter alia, the calculation and payment of royalties by the Seller to the Bafokeng Nation in respect of mining operations conducted on certain specified properties and included as document number 2.5.14.1.8 in the VDR;
1.1.14	"Bafokeng Nation Settlement Agreement"	the settlement agreement between the Seller and the Bafokeng Nation signed on or about 17 April 2014, relating to, inter alia, the settlement of a dispute in relation to the calculation and payment of royalties by the Seller to the Bafokeng Nation in respect of mining operations conducted on certain specified properties and included as document number 2.5.14.1.2 in the VDR;
1.1.15	"Base Case Plan"	the base case plan included as document 2.2.3.1 in the VDR, as (i) amended by the Seller and notified to the Purchaser in terms of clause 15.8; or (ii) as otherwise amended by the Parties from time to time in writing;
1.1.16	"BEE Requirements"	the requirements of all laws including the MPRDA, which relate to any black economic empowerment requirements or aspects of the Mining Right, Prospecting Right (or any mining rights that are granted in respect thereof) or Prospecting Right Applications (or any prospecting or mining rights that are granted in respect thereof) or which relate to the black economic empowerment requirements directly or indirectly applicable to the Purchaser, as well as and including, in particular, the HDSA ownership requirements stipulated in the Amendment of the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry, September 2010 and the Codes of Good Practice for the Minerals Industry published on 29 April 2009;
1.1.17	"Bridge Facility Agreement"	the US$ 300,000,000.00 bridge facility agreement entered into or to be entered into between SGL as the borrower and the Bridge Facility Lender;
1.1.18	"Bridge Facility Lender"	HSBC Bank plc as the lender under the Bridge Facility Agreement;
1.1.19	"Business"	the going concern exploration, development, mining, Concentrating and tailings re-processing business and activities related thereto conducted

		by the Seller (including at the Mines, the Concentrator Complex, the Tailings Assets and the infrastructure and operations indicated in Annexe V), as part of the Rustenburg Section and as at the Effective Date, in respect of which the Seller sells and transfers to the Purchaser (in accordance with this Agreement) the (i) Sale Assets; and (ii) Assumed Liabilities only (and all references to the "Business" will be construed accordingly). For the avoidance of doubt and without limitation, the Business excludes all Smelting and Refining Operations;
1.1.20	"Business Day"	any day which is not a Saturday, Sunday or gazetted public holiday in South Africa;
1.1.21	"Business Insurance Policies"	has the meaning given to this term in clause 25.1;
1.1.22	"Business Sale Concentrate"	has the meaning given to this term in the Concentrate Agreement;
1.1.23	"Calculation Date"	for purposes of calculating the 20-day VWAP in:
1.1.23.1		the case of paragraph 2.5.2 of Annexe J, the 6th Trading Day immediately preceding the Effective Date;
1.1.23.2		the case of paragraph 3.5.2.2.2 of Annexe K, the 6th Trading Day immediately preceding the Settlement Date; and
1.1.23.3		the case of paragraph 3.9.2 of Annexe K, the 6th Trading Day immediately preceding the Final Settlement Date;
1.1.24	"Cash"	the cash of the Seller held solely in respect of the Business as at the Effective Date;
1.1.25	"CIPC"	the Companies and Intellectual Property Commission, established under the Companies Act;
1.1.26	"Closing"	the discharge of the Initial Upfront Purchase Price in accordance with paragraph 2 of Annexe J and thereafter, completion of the sale of the Business pursuant to and in terms of clause 10 (but excluding those items of clause 10 which are stipulated to occur, or which may (on the terms of clause 10) occur, on a date after the Delivery Date);
1.1.27	"Commissioner"	the Commissioner for the South African Revenue Service;

1.1.28	"Companies Act"	the Companies Act, 71 of 2008;
1.1.29	"Companies Regulations"	the Companies Regulation, 2011, published under the Companies Act;
1.1.30	"Competition Act"	the Xxxxxxxxxxx Xxx, 00 of 1998;
1.1.31	"Competition Authorities"	the Competition Commission and the Competition Tribunal established in terms of the Competition Act;
1.1.32	"Concentrate"	any treatable product arising from mining operations undertaken in, on or under the Mining Right (or, prior to the Sale Consolidation, those parts of the Signature Date MRs which shall on the grant of the Sale Consolidation constitute the Mining Right), the reprocessing of the Tailings Assets and, in due course, from any mining operations undertaken in, on or under any part of the area subject to the Prospecting Right and/or the Prospecting Right Applications (to the extent that mining rights are granted in respect thereof), including through Concentrating, whereby the Payable Metals (as such term is defined in the Concentrate Agreement), including waste, are treated in the Concentrator Complex or elsewhere;
1.1.33	"Concentrate Agreement"	the sale and toll treatment of concentrate agreement entered into or to be entered into between the Purchaser and the Seller on or about the Signature Date;
1.1.34	"Concentrating"	the mineral processing activities of crushing, milling, grinding, froth flotation and thickening of Ore to produce PGM Concentrate in slurry form. For the avoidance of doubt and without limitation, Concentrating does not include Smelting and Refining Operations;
1.1.35	"Concentrator Complex"	the Concentrating facilities on the Mine Area consisting of the Waterval UG2 Concentrator and the Waterval (Merensky) Retrofit Concentrator and related infrastructure;
1.1.36	"Conditions Precedent"	the conditions precedent referred to in clause 3;
1.1.37	"Consent Date"	in relation to:
1.1.37.1		those Transferring Contracts where the consent of the Seller's counterparty/ies thereto (i) is not required in order for the Seller to cede its rights and/or delegate its obligations thereunder to the Purchaser,

		means the Delivery Date; or (ii) is required in order for the Seller to cede its rights and/or delegate its obligations thereunder to the Purchaser, means the later of (a) the Delivery Date; and (b) the date on which such consent is effective; and
1.1.37.2		those Transferable Permits where transfer thereof to the Purchaser (in order to be effective) (i) does not require the consent or permission of, or notification to, any Governmental Authority, means the Delivery Date; (ii) requires the consent or permission of any Governmental Authority, means the later of (a) the Delivery Date; and (b) the date on which such consent or permission is effective; or (iii) requires notification to any Governmental Authority, means the later of (a) the Delivery Date; and (b) the date on which such notification is effective;
1.1.38	"Consideration Shares"	SGL Shares allotted and issued to the Seller in terms of this Agreement;
1.1.39	"Contracts"	all contracts, agreements, commitments, obligations, rights, entitlements and arrangements entered into on or before the Effective Date by or on behalf of the Seller, whether written, oral or implied, and which are in force as at the Effective Date;
1.1.40	"Creditors"	all Liabilities of the Seller to all of the trade creditors of the Business as at the Effective Date, including (to the extent still constituting Liabilities of the Seller as at the Effective Date), the Liabilities indicated in Annexe W;
1.1.41	"CSD"	a central securities depository duly licensed as such in terms of the Financial Markets Act, being Strate Limited, registration number 1998/022242/06;
1.1.42	"CSD Rules"	the rules and directives made and issued by a CSD in terms of the Financial Markets Act;
1.1.43	"CSDP"	a central securities depository participant, being a person authorised by a licensed CSD to perform custody and administration services or settlement services or both in terms of the CSD Rules, or as otherwise defined under "participant" in the Financial Markets Act;
1.1.44	"Debtors"	the claims of the Seller against all the trade debtors of the Business as at the Effective Date

		(other than claims for Deposits and Prepayments), together with all securities and guarantees, if any, which the Seller has in respect of such claims;
1.1.45	"Deduction"	any deductions or withholdings, including any Tax Deduction;
1.1.46	"Deeds of Cession"	notarial deeds of cession, substantially in the form of the drafts attached as Annexe R and Annexe S;
1.1.47	"Deferred Purchase Price" or "DPP"	has the meaning given to this term in paragraph 3.11 of Annexe K;
1.1.48	"Delivery Date"	without derogating from any of the Purchaser's or SGL's obligations (and Seller's corresponding rights) under this Agreement, the later of (i) the Effective Date; and (ii) discharge of the Initial Upfront Purchase Price in accordance with paragraph 2 of Annexe J;
1.1.49	"Deposits and Prepayments"	all monies paid by the Seller to Creditors under or in relation to Transferring Contracts in pre-payment of accounts due after the Effective Date and all monies deposited with Creditors under or in relation to Transferring Contracts, whether as security or otherwise, repayable to the Seller after the Effective Date;
1.1.50	"Disclosure Letter"	the letter dated the same date as this Agreement from the Seller to the Purchaser disclosing: (i) information constituting exceptions to (and disclosures against) the Seller's Warranties; and (ii) details of or relating to other matters referred to in this Agreement;
1.1.51	"Disclosed Materials"	together, (i) this Agreement; (ii) the Related Transaction Agreements; (iii) the Disclosure Letter; and (iv) each of the documents provided in the VDR;
1.1.52	"Disclosed Matters"	all:
1.1.52.1		matters contained, disclosed or referred to in any of the Disclosed Materials; and
1.1.52.2		matters which would be revealed by making a search (i) of the Government Gazette, in respect of claims under the Restitution of Land Rights Act, 22 of 1994; (ii) on any public register, public records or public files maintained by (a) MPTRO; (b) the Registrar of Deeds, Pretoria;; or (c) the DMR;

1.1.53	"DMR"	the Department of Mineral Resources;
1.1.54	"EA"	any environmental authorisation granted under section 21 of the Environmental Conservation Act, 73 of 1989 (previously called a record of decision), section 24 of NEMA as well as EMPs historically approved in terms of section 39 of the MPRDA, which for purposes of section 12(4) of the National Environmental Management Amendment Act, 62 of 2008, are considered to be environmental authorisations as of 8 December 2014;
1.1.55	"Effective Date"	if the Fulfilment Date falls:
1.1.55.1		before the 20th day of a calendar month, the Effective Date will be the 1st Business Day of the immediately following calendar month; or
1.1.55.2		on or after the 20th day of a calendar month, the Effective Date will be the 1st Business Day of the second immediately following calendar month,
		or such other date as the Seller and the Purchaser may agree to in writing from time to time;
1.1.56	"Effective Date Accounts"	the balance sheet as at the Effective Time, to be prepared in respect of the Business in accordance with Annexe J;
1.1.57	"Effective Time"	has the meaning given to such term in paragraph 1 of Annexe J;
1.1.58	"EMPs"	the environmental management programmes and plans in respect of mining rights and prospecting rights approved by the Minister;
1.1.59	"Encumbrance"	any pledge, charge, mortgage, security cession (including any out and out security cession), lien, option over, hypothecation, right of pre-emption, right of first refusal, right of title retention over or security interest of any kind or any agreement, arrangement or obligation to create any of the foregoing, and "Encumber" shall be construed accordingly;
1.1.60	"Environment"	the environment as defined in section 1 of NEMA;
1.1.61	"Environmental Approvals"	all Permits issued by any Environmental Authority pursuant to the Environmental Laws (including EAs), with respect to the Business, including all

		amendments, variations, modifications or transfers thereof from time to time;
1.1.62	"Environmental Authority"	any legal person or body of persons (including any Governmental Authority) having jurisdiction to determine (whether by delegation or otherwise) any matter arising under Environmental Law and/or relating to the Environment;
1.1.63	"Environmental Claims"	any Liability relating to or arising from the conduct of the Business, including loss, damage or expense of any kind or nature (including fines, penalties, investigation expenses, costs of remedial work, rehabilitation, treatment or clean-up, consequential or incidental damages, personal injury, death and property damage) resulting from a claim, complaint, dispute, investigation or other action from any third party or Governmental Authority (including any Environmental Authority), arising out of or based on the actual or alleged acts or omissions of any person with respect to any:
1.1.63.1		Environmental Approval held or required to be held by or in respect of the Business;
1.1.63.2		actual or alleged violation of any Environmental Law arising from the conduct of the Business or at any premises which are or have been owned, leased or occupied with respect to the Business; or
1.1.63.3		actual or alleged treatment, handling, use, generation, transportation, recycling, storage, disposal or release of a Hazardous Substance or Regulated Material arising from the conduct of the Business or at or on any premises which are or have been owned, leased or occupied with respect to the Business;
1.1.64	"Environmental Laws"	all applicable laws of any relevant jurisdiction in force and binding on or in respect of the conduct of the Business, whose purpose is to protect, or prevent pollution or degradation of the Environment, promote sustainable development practices, protect human health or to regulate emissions, discharges, or releases of Hazardous Substances or Regulated Materials into the Environment, or to regulate the use, treatment, storage, burial, disposal, transport or handling of Hazardous Substances or Regulated Materials;

1.1.65	"Environmental Matters"	matters pertaining to the Environment arising out of the Environmental Laws and/or the Environmental Approvals in relation to the conduct of the Business;
1.1.66	"Excluded Assets"	all of the assets listed in Annexe C;
1.1.67	"Excluded Liabilities"	all of the following Liabilities, but not if they are (i) Liabilities to Creditors; or (ii) Liabilities under Transferring Contracts:
1.1.67.1		Liabilities of the Seller to Transferring Employees under the Anglo Platinum Share Schemes;
1.1.67.2		Liabilities of the Seller for Tax arising or accrued, in respect of any period prior to the Effective Date;
1.1.67.3		Liabilities of the Seller in relation to the Smelting and Refining Operations;
1.1.67.4		Liabilities of the Seller under all Retained Contracts; and
1.1.67.5		Liabilities of the Seller in relation to the PSA Business;
1.1.68	"Final Settlement Date"	has the meaning given to this term in in paragraph 3.9 of Annexe K;
1.1.69	"Financial Markets Act"	the Financial Markets Act, 19 of 2012;
1.1.70	"Financing Contracts"	all loan, other financing and security Contracts (if any) entered into by the Seller in terms of which the Seller borrows money from or incurs indebtedness to financial institutions and/or treasury companies which are members of the Seller's Group, but excluding all asset financing and funding arrangements (including finance and operating leases and credit agreements) for any of the Sale Assets;
1.1.71	"Fulfilment Date"	when all of the Conditions Precedent have been fulfilled or waived or treated as such as envisaged in clause 3.6 (as the case may be), the date on which the last of the Conditions Precedent was fulfilled or waived or treated as such as envisaged in clause 3.6 (as the case may be);
1.1.72	"Governmental Authority"	any government or governmental (national, provincial, regional, district, municipal or local), administrative, regulatory, fiscal or judicial authority, agency, xxxx, xxxxx, xxxxxxxxxx,

		commission, tribunal, registry or any state-owned, state-controlled or legislatively constituted authority, agency or commission which principally performs public, governmental or regulatory functions, including the DMR;
1.1.73	"Gross Consideration"	has the meaning given to this term in clause 7;
1.1.74	"Group"	in relation to each Party, means the Party and all its subsidiaries and holding companies, as well as all subsidiaries of such holding companies, in each case from time to time;
1.1.75	"Hazardous Substances"	a natural or artificial substance, organism, preparation or article which (alone or combined with another substance, organism, preparation or article) is or may be harmful to the Environment or a living organism, or which is prohibited or restricted under Environmental Law (including asbestos, lead and waste);
1.1.76	"HDSA"	has the meaning given to this term in the Amendment of the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry, September 2010;
1.1.77	"Health and Safety Claims"	any Liability relating to or arising from the conduct of the Business, where the cause of action for such liability or obligation arises from any Health and Safety Laws (including any Permits held or required to be held under such Health and Safety Laws);
1.1.78	"Health and Safety Laws"	all applicable health and safety laws, including but not limited to the Mine Health and Safety Act, 29 of 1996, the Occupational Health and Safety Act, 85 of 1993 and the common law;
1.1.79	"Health and Safety Matters"	matters pertaining to health and safety arising out of the Health and Safety Laws;
1.1.80	"Hex River IWUL"	once granted, the water use licence application submitted to the Department of Water and Sanitation, in terms of section 40 of the NWA on 4 December 2012 and which has been assigned file number 16/2/7/A210/C5, together with all submissions that have been made in respect of this application, which seeks to authorise the undermining of the Hex River at Bathopele Mine, including all amendments, variations or modifications thereof from time to time;

1.1.81	"Hoedspruit Tailings Lease"	the lease agreement between the Seller and the Minister of Land Affairs in her capacity as the trustee for the Co-Owners of the remaining extent of the Farm Hoedspruit 298 JQ North West Province, signed on 28 January 2005 and included as document number 2.5.4.2.108.2.1 in the VDR;
1.1.82	"Hospital Lease Agreement"	the lease agreement entered into or to be entered into between the Purchaser and Platmed, relating to the lease by Platmed of the Bleskop Hospital (situated on Non-Retained Land) from the Purchaser;
1.1.83	"IFRS"	International Financial Reporting Standards as issued by the Board of the International Accounting Standards Committee from time to time;
1.1.84	"Immediately Operative Provisions"	has the meaning given to this term in clause 3.1;
1.1.85	"Immovable Properties"	collectively, the immovable properties listed in Annexe D and the immovable improvements located thereon;
1.1.86	"Income Tax Act"	the Income Tax Act, 58 of 1962;
1.1.87	"Independent Accountants"	(i) a firm of accountants agreed by the Parties in writing; or (ii) (in the absence of the agreement referred to in (i) within the period referred to in paragraph 3.5.5 of Annexe J or paragraph 2.11 of Annexe K (as relevant)), a firm of accountants agreed by the Chairmen of the boards of directors of each of the Purchaser and the Seller in writing, after a referral to them by either the Purchaser or the Seller within the period referred to in paragraph 3.5.5 of Annexe J or paragraph 2.11 of Annexe K (as relevant); or (iii) (in the absence of the agreement referred to in (ii) within the 3 Business Days after the end of the period referred to in paragraph 3.5.5 of Annexe J or paragraph 2.11 of Annexe K (as relevant)), the following accounting firms, in the following order of preference if they are unwilling to act or if an actual conflict of interest exists that would impair their ability to impartially determine any matter required to be determined by them under this Agreement: (a) PwC; (b) KPMG; (c) EY; (d) Deloitte or (e) a firm of independent accountants nominated by the President for the time being of the South African Institute of Chartered Accountants, or any successor body (or any person for the time being

		performing the functions of that official), on the application of either the Seller or the Purchaser;
1.1.88	"Initial Upfront Purchase Price"	has the meaning given to this term in paragraph 2.2 of Annexe J;
1.1.89	"Insolvency Act"	the Insolvency Act, 24 of 1936;
1.1.90	"Insurable Event"	has the meaning given to this term in clause 25.2;
1.1.91	"Interim Period"	the period between the Signature Date and the Effective Date (both days inclusive);
1.1.92	"JSE"	the securities exchange licensed in terms of the Financial Markets Act, owned and operated by JSE Limited, registration number 2005/022939/06;
1.1.93	"JSE Listings Requirements"	the listings requirements of the JSE issued pursuant to the provisions of the Financial Markets Act;
1.1.94	"Labour Relations Act"	the Labour Relations Act, 66 of 1995;
1.1.95	"Leased Properties"	land used or occupied by the Seller as at the Effective Date in relation to the Business and the immovable improvements located thereon which:
1.1.95.1		is located on the Mine Area and forms part of the Non-Retained Land; or
1.1.95.2		is not located on the Mine Area and is listed in Annexe Q,
		excluding the Immovable Properties;
1.1.96	"Legal Opinion"	an opinion, issued by the law firm Xxxxxx Xxxxxx Sonnenbergs Inc. trading as ENSafrica, according to the form indicated in Annexe T;
1.1.97	"Liability"	any liability or obligation (whether deriving from contract, common law, statute or otherwise, whether known or unknown, whether asserted or unasserted, whether actual or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether incurred or consequential and whether due or to become due and whether owed or incurred severally or jointly or as principal or surety);
1.1.98	"Losses"	all losses, Liabilities, costs (including legal costs and experts' and consultants' fees), charges, expenses and damages (for the avoidance of

		doubt and on a non-exclusive basis, whether special, general, consequential, direct or indirect);
1.1.99	"Main IWUL"	the integrated water use licence issued by the erstwhile Department of Water Affairs, in terms of section 40 of the NWA, to the Seller dated 6 March 2012 under licence number 03/A22H/ACGIJ/926 and file number 16/2/7/A210/C5, together with all programmes and plans attached thereto (including Integrated Water and Waste Management Programmes and Rehabilitation Strategies and Implementation Plans) including all amendments, variations or modifications thereof from time to time;
1.1.100	"Management Presentation"	the presentation by the management of the Mines relating to the Business given at the Mines on 11 to 13 March 2015, a copy of which is included as document 2.6.3.1 in the VDR;
1.1.101	"Material Transferring Contracts"	the Transferring Contracts listed in Annexe A;
1.1.102	"Medical Services Agreement"	the medical services agreement entered into or to be entered into between the Purchaser and Platmed, relating to the provision by Platmed of medical and healthcare services to the Purchaser;
1.1.103	"Mine Area"	the area of land covered by the Mining Right, as indicated in Annexe P;
1.1.104	"Mines"	together, the mines situated on the Mine Area, known as "Khuseleka 1 and 2" mine shafts, "Thembelani 1 and 2" mine shafts, "Khomanani 1 and 2" mine shafts, "Bathopele mine", "Siphumelele 1, 2 and 3" mine shafts and "Old Central Deep" mine shaft, and in respect of which the Seller holds (as at the Signature Date) the Signature Date MRs and will hold (as at the Effective Date) the Mining Right;
1.1.105	"Mining Information"	all information owned by the Seller and in its possession or under its control to the extent it relates to the Business as at the Effective Date, regarding mining Platinum Group Metals under the Mining Right (or, prior to the Sale Consolidation, those parts of the Signature Date MRs which shall on the grant of the Sale Consolidation constitute the Mining Right), including all surveys, maps, mosaics, aerial photographs, electromagnetic tapes, electromagnetic or optical disks, sketches, drawings, memoranda, drill cores, logs of such drill

		cores, geophysical, geological or drill maps, sampling and assay reports, environmental reports, notes and other relevant similar or related information and data in whatever form;
1.1.106	"Mining Right"	after the Sale Consolidation, means the consolidated mining right arising from the Sale Consolidation, including its associated EMP, social and labour plan and mining work programme, including all amendments, variations or modifications thereof from time to time;
1.1.107	"Mining Titles Act"	the Mining Titles Registration Act, 16 of 1967;
1.1.108	"Minister"	the Minister of Mineral Resources of South Africa;
1.1.109	"Motor Vehicles"	the motor vehicles owned by the Seller and used exclusively or non-exclusively, but predominantly, in the conduct of the Business as at the Effective Date;
1.1.110	"MPRDA"	the Mineral and Petroleum Resources Development Act, 28 of 2002;
1.1.111	"MPTRO"	the Mineral and Petroleum Titles Registration Office;
1.1.112	"NEMA"	the National Environmental Management Act, 107 of 1998;
1.1.113	"Non-Retained Land"	all land indicated as such in Annexe N;
1.1.114	"Non-Transferable Permits"	all Permits other than the Transferable Permits;
1.1.115	"NWA"	the National Water Act, 36 of 1998;
1.1.116	"Ore"	that part of the mineralised horizons that can be economically extracted. It includes amounts of non-mineralised material that are in direct contact with the mineralised portion (reef) and which must of necessity, due to the mining method, also be removed in order to win the mineralisation;
1.1.117	"Parties"	the parties to this Agreement, being the Seller, the Purchaser and SGL; and "Party" is reference to each or any one of them (as the context requires);
1.1.118	"Permits"	all permits, authorisations, exemptions, permissions, licences and/or entitlements (other than the Mining Right, the Prospecting Right, the Surface Rights Permits and the Main IWUL) issued by any Governmental Authority, as at the Effective Date, held by the Seller and used exclusively in the

		conduct of the Business as at the Effective Date, including (as at the Signature Date) those included in Annexe F and the Hex River IWUL;
1.1.119	"Plant and Equipment"	all moveable tangible (i) assets and infrastructure; and (ii) fixtures, fittings, office equipment, machinery, furniture, appurtenances, spares and consumables owned by the Seller and used exclusively or non-exclusively, but predominantly, in the conduct of the Business as at the Effective Date;
1.1.120	"Platinum Group Metals" or "PGMs"	platinum, palladium, rhodium, ruthenium and iridium and the metals and minerals mineralogically associated therewith, including gold, copper, nickel and cobalt, together with any such metals and minerals which may be extracted from the normal mining of the first mentioned minerals;
1.1.121	"Platmed"	Platmed Proprietary Limited, registration number 1996/016428/07, a private company incorporated in accordance with the laws of South Africa;
1.1.122	"Prime Rate"	the publicly quoted basic rate of interest per annum at which The Standard Bank of South Africa Limited lends on overdraft, compounded monthly in arrears and calculated on a 365 day year factor irrespective of whether the year is a leap year or not. A certificate purporting to be signed by any branch manager of such bank, whose appointment and designation need not be proved, setting out the prime rate from time to time shall constitute prima facie proof of the rate in question;
1.1.123	"Prospecting Information"	all information owned by the Seller and in its possession or under its control to the extent it relates to the Business as at the Effective Date, regarding prospecting for Platinum Group Metals under the Prospecting Right, including all surveys, maps, mosaics, aerial photographs, electromagnetic tapes, electromagnetic or optical disks, sketches, drawings, memoranda, drill cores, logs of such drill cores, geophysical, geological or drill maps, sampling and assay reports, environmental reports, notes and other relevant similar or related information and data in whatever form;
1.1.124	"Prospecting Right"	prospecting right (with reference NW 1263 PR), converted under Item 6 Schedule II of the MPRDA,

		held by the Seller in respect of platinum, palladium, rhodium, osmium, iridium, ruthenium, gold, silver, copper and nickel, including its associated EMP and prospecting work programme, including all amendments, variations or modifications thereof from time to time;
1.1.125	"Prospecting Right Applications"	collectively, and in each case as amended from time to time:
1.1.125.1		prospecting right application, by the Seller on 13 April 2015 over a Portion of Portion 170 of the farm Paardekraal 279 JQ, including its associated EMP and prospecting work programme; and
1.1.125.2		prospecting right application, by the Seller on 13 April 2015 over Portion 53 of the farm Waterval 306 JQ, including its associated EMP and prospecting work programme;
1.1.126	"the Proviso"	in each instance that it applies, the proviso will be that a maximum number of Consideration Shares may be allotted and issued to the Seller as will, together with all other SGL Shares held by the Seller immediately after the issue and allotment of Consideration Shares, represent the lesser of (i) 30%, or (ii) 5% less than any prescribed percentage for mandatory offers under the Companies Act from time to time, of SGL's total issued ordinary shares, unless the Seller (acting reasonably) has confirmed to the Purchaser in writing and in relation to the relevant allotment and issue, that any applicable Whitewash Resolution is valid and enforceable;
1.1.127	"PSA Business"	the Kroondal and Marikana pooling and sharing arrangements, which the Seller has entered into with Aquarius Platinum, and all related arrangements, as well as the businesses conducted pursuant to such arrangements and all of the Seller's rights, interests and Liabilities in relation thereto and in respect thereof;
1.1.128	"PSA Consolidation"	the application lodged by the Seller on 2 June 2015 under section 102 of the MPRDA to amend the mining area under MR 80 by extending it to incorporate those portions of MR 80, MR 81, MR 83 and MR 86 which are subject to the PSA Business, together with consequential amendments to the relevant mining work programs;


1.1.129	"PSA Rail Agreement"	the rail transportation services agreement entered into or to be entered into between the Seller (on the one hand) and Aquarius Platinum and the Seller (on the other hand, and as parties to the PSA Business) relating to the provision of rail transportation services to the PSA Business;
1.1.130	"PSA Services Agreement"	the services agreement entered into or to be entered into between the Seller (on the one hand) and Aquarius Platinum and the Seller (on the other hand, and as parties to the PSA Business) relating to the provision of, inter alia, potable water, grey water treatment services and electricity supply to the PSA Business and reciprocal rights of access;
1.1.131	"Purchase Price"	the purchase price contemplated in clause 8.1;
1.1.132	"Purchaser"	Sibanye Rustenburg Platinum Mines Proprietary Limited, registration number 2015/305479/07, a private company incorporated in accordance with the laws of South Africa;
1.1.133	"Purchaser's Accountants"	KPMG, or such other accountants of the Purchaser as may from time to time be specified by notice in writing by the Purchaser to the Seller;
1.1.134	"Purchaser's Bank Account"	the South African, Rand denominated bank account in the name of the Purchaser, specified by the Purchaser to the Seller in writing from time to time, provided that no such notice may be given less than 20 days before any payment is payable by the Seller to the Purchaser under this Agreement, and subject in each instance to the Purchaser providing such evidence as may be reasonably requested by the Seller to confirm that the bank account details or changed bank account details are the Purchaser's and to confirm that any change has been authorised by the Purchaser;
1.1.135	"Purchaser DMR Guarantees"	the guarantees (and any back to back guarantees or related indemnities) to be provided by or on behalf of the Purchaser to the DMR in terms of clause 11.5;
1.1.136	"Railway Assets"	the railway line, part of which runs over the Mine Area, used in the conduct of the Business and all moveable tangible equipment, spares and infrastructure comprising and used on such railway line, owned by the Seller and as constituted at the Effective Date;

1.1.137	"Regulated Material"	any substance or product that is listed, classified or regulated pursuant to any Environmental Law;
1.1.138	"Rehabilitation Costs"	the costs of and incidental to:
1.1.138.1		in relation to the Business (including the Mining Right (and, prior to the Sale Consolidation, those parts of the Signature Date MRs which shall on the grant of the Sale Consolidation constitute the Mining Right), the Prospecting Right and any prospecting rights which may be granted pursuant to the Prospecting Right Applications), the restoration, anti-pollution measures, anti-flooding measures, making safe, rehabilitation, compliance with the terms of any rehabilitation plans and/or programmes and/or closure plans approved by the DMR including in respect of the EMPs;
1.1.138.2		compliance with all Environmental Laws relating to the Business;
1.1.138.3		compliance with all Health and Safety Laws relating to the Business;
1.1.138.4		compliance with all lawful directives of the relevant Governmental Authorities; and
1.1.138.5		compliance with the terms of the Mining Right (and, prior to the Sale Consolidation, those parts of the Signature Date MRs which shall on the grant of the Sale Consolidation constitute the Mining Right), the Prospecting Right and any prospecting rights which may be granted pursuant to the Prospecting Right Applications;
1.1.139	"Rehabilitation Liability"	the full extent of the Liability (incurred prior to and/or after the Effective Date) in respect of environmental rehabilitation relating to or arising from the conduct of the Business arising out of the Environmental Laws and/or Health and Safety Laws or in respect of Environmental Matters and/or Health and Safety Matters and/or arising out of any other law, including:
1.1.139.1		Liabilities (a) in respect of remediation, decommissioning and restoration in relation to damage to, pollution, contamination or degradation of the Environment and (b) arising out of any EMPs (as contemplated in section 39 of the MPRDA, at the time of

		approval of such EMPs) and any Environmental Approvals applicable to the Business; and
1.1.139.2		Rehabilitation Costs;
1.1.140	"Related Transaction Agreements"	the Concentrate Agreement, the Use and Access Agreement, the Medical Services Agreement, the Hospital Lease Agreement, the PSA Services Agreement, the PSA Rail Services Agreement, the Retained Rail Services Agreement and the SGL Guarantee;
1.1.141	"Retained Contracts"	all Contracts which are not Transferring Contracts;
1.1.142	"Retained Land"	all land indicated as such in Annexe N;
1.1.143	"Retained Rail Services Agreement"	the rail transportation services agreement entered into or to be entered into between the Seller and the Purchaser relating to the provision of rail transportation services to the Seller;
1.1.144	"Revolving Facility Agreement"	the US$ 350,000,000.00 revolving facility agreement dated 24 August 2015 entered into between, inter alia, SGL as the original borrower and the Revolving Facility Lenders;
1.1.145	"Revolving Facility Lenders"	Bank of America Xxxxxxx Xxxxx International Limited and HSBC Bank plc as the lead arrangers and facility agents under the Revolving Facility Agreement;
1.1.146	"RPM Rustenburg Section Guarantees"	the guarantees provided by any banks or other financial institutions, the Seller or any other member of the Anglo American Platinum Group (on behalf of the Seller and/or the Business) to the DMR (and any back to back guarantees or indemnities provided in relation thereto) in respect of the Rehabilitation Liability;
1.1.147	"Rustenburg Refining Complex"	together:
1.1.147.1		the Rustenburg Base Metals Refinery (RBMR), being the hydro-metallurgical facility that treats converter matte to produce a final PGM concentrate for further refinement at the PMR (referred to below), and base metal products and concentrates,

		including nickel, copper, and cobalt sulphate, and sodium sulphate as well as all plant and equipment associated with the refining operations and all associated utilities and infrastructure; and
1.1.147.2		the Precious Metals Refinery (PMR), being the facility that treats and refines final PGM concentrate and other PGM sources to produce refined platinum, palladium, rhodium, ruthenium, iridium, semi refined gold and other products as well as all plant and equipment associated with the refining operations and all associated utilities and infrastructure;
1.1.148	"Rustenburg Section"	the operating division of the Seller which is known as the "Rustenburg Section", but excluding the PSA Business. For the avoidance of doubt and without limitation, it is recorded that the hospital, pharmacy, healthcare, mobile healthcare, medical and related services conducted at the Bleskop Hospital and/or otherwise provided to, inter alia, the Business, do not form part of Rustenburg Section;
1.1.149	"Sale Assets"	the following assets:
1.1.149.1		the Cash;
1.1.149.2		the Deposits and Pre-Payments;
1.1.149.3		the Transferring Contracts;
1.1.149.4		the Main IWUL, but strictly only to the extent indicated in clause 10.3.14.2;
1.1.149.5		the Mining Information;
1.1.149.6		the Prospecting Information;
1.1.149.7		the Mining Right;
1.1.149.8		the Prospecting Right;
1.1.149.9		the Prospecting Right Applications;
1.1.149.10		the Immovable Properties;
1.1.149.11		the Motor Vehicles;
1.1.149.12		the Business Sale Concentrate;

1.1.149.13		the Surface Lease, but only if this has been entered into before the Effective Date;
1.1.149.14		the Stores and Consumables;
1.1.149.15		the Debtors;
1.1.149.16		the Tailings Assets;
1.1.149.17		the Railway Assets;
1.1.149.18		the Transferable Permits (subject to clause 11.4);
1.1.149.19		the Transferable SRPs;
1.1.149.20		the Plant and Equipment; and
1.1.149.21		all other movable, corporeal assets owned by the Seller, forming part of and/or used, exclusively or non-exclusively, but predominantly, in the conduct of the Business as at the Effective Date,
		but excluding the Excluded Assets;
1.1.150	"Sale Consolidation"	the application lodged by the Seller on 2 June 2015 under section 102 of the MPRDA to amend the mining area under MR 82 by extending it to incorporate those portions of MR 80, MR 81, MR 83 and MR 86 which are not subject to the PSA Business, as well as the areas covered by MR 43, MR 79, MR 84 and MR 85 into one mining right (being the Mining Right), together with consequential amendments to the relevant mining work programs;
1.1.151	"Sale Transaction"	the sale of the Sale Assets and the assumption of the Assumed Liabilities, in terms of this Agreement;
1.1.152	"Securities Act"	the US Securities Act of 1933;
1.1.153	"Seller"	Rustenburg Platinum Mines Limited, registration number 1931/003380/06, a public company incorporated in accordance with the laws of South Africa;
1.1.154	"Seller's Accountants"	Deloitte, or such other accountants of the Seller as may from time to time be specified by notice in writing by the Seller to the Purchaser;
1.1.155	"Seller's Bank Account"	the South African, Rand denominated bank account in the name of the Seller, specified by the

		Seller to the Purchaser in writing from time to time, provided that no such notice may be given less than 20 days before any payment is payable by the Purchaser to the Seller under this Agreement, and subject in each instance to the Seller providing such evidence as may be reasonably requested by the Purchaser to confirm that the bank account details or changed bank account details are the Seller's and to confirm that any change has been authorised by the Seller;
1.1.156	"Seller's Warranties"	has the meaning given to this term in clause 18.1;
1.1.157	"Senior Employee"	a Transferring Employee employed on any of Xxxxxxxxx Xxxxx X0, X0 or E Upper;
1.1.158	"Senior Facility Agreement"	the ZAR 4,000,000,000.00 amended and restated term and revolving credit facilities agreement dated 24 April 2015 entered into amongst, inter alia, SGL as the original borrower and the Senior Facility Lenders;
1.1.159	"Senior Facility Lenders"	the Bank of China Limited, Johannesburg branch, FirstRand Bank Limited (acting through its Rand Merchant Bank division) and Nedbank Limited (acting through its Nedbank Capital and Nedbank Corporate divisions), as the lead arrangers and facility agents under the Senior Facility Agreement;
1.1.160	"Settlement Date"	has the meaning given to this term in in paragraph 3.4.1.3 of Annexe K;
1.1.161	"SGL"	Sibanye Gold Limited, registration number 2002/031431/06, a public company incorporated in accordance with the laws of South Africa;
1.1.162	"SGL Guarantee"	the guarantee agreement entered into or to be entered into between SGL and the Seller on or about the Signature Date;
1.1.163	"SGL Shares"	no par value ordinary shares in the issued share capital of SGL, listed on the JSE and each ranking pari passu with all other ordinary shares in the issued share capital of SGL. For the avoidance of doubt, references to the SGL Shares include references – changed as necessary –to such shares as they may be consolidated and sub-divided from time to time;

1.1.164	"Signature Date"	when this Agreement has been signed by all Parties, the date on which it was signed by the Party signing last in time;
1.1.165	"Signature Date Employee"	the employees of the Business identified in Annexe E1;
1.1.166	"Signature Date MRs"	prior to the Sale Consolidation and the PSA Consolidation, means collectively, and in each case as amended from time to time:
1.1.166.1		mining right (with reference NW30/5/1/2/2/43 MR), held by the Seller in respect of platinum group metals i.e. platinum, palladium, rhodium, iridium, osmium and ruthenium in the Merensky and UG 2 Reefs, together with metals and minerals found in mineralogical association therewith, including but not limited to chrome, gold, silver, copper, nickel and cobalt together with any such metals and minerals which will be extracted out of necessity and convenience during the mining of the platinum group metals ("MR 43");
1.1.166.2		mining right (with reference NW30/5/1/2/2/79MR), converted under Item 7 of Schedule II of the MPRDA, held by the Seller in respect of platinum group metals and associated minerals (precious metals), chrome, cobalt, nickel, silver, gold and copper on the UG2 and Merensky reefs ("MR 79");
1.1.166.3		mining right (with reference NW30/5/1/2/2/80 MR), converted under Item 7 of Schedule II of the MPRDA, held by the Seller in respect of platinum group metals (i.e. platinum, palladium, rhodium, iridium, osmium and ruthenium, together with metals and minerals found in mineralogical association therewith, including but not limited to chrome, gold, silver, copper, nickel and cobalt together with any such other metals and minerals which may be extracted in the normal mining of the minerals ("MR 80");
1.1.166.4		mining right (with reference NW30/5/1/2/2/81 MR), converted under Item 7 of Schedule II of the MPRDA, held by the Seller in respect of platinum group metals

			and associated minerals (precious metals) and chrome, cobalt, nickel, silver, gold and copper on UG2 and the Merensky reefs ("MR 81");
1.1.166.5			mining right (with reference NW30/5/1/2/2/82 MR), converted under Item 7 Schedule II of the MPRDA, held by the Seller in respect of precious metals and base minerals including platinum, chrome, rhodium, ruthenium, gold, iridium, and osmium as precious metals as well as copper and nickel as base metals ("MR 82");
1.1.166.6			mining right (with reference NW30/5/1/2/2/83 MR), converted under Item 7 Schedule II of the MPRDA, held by the Seller in respect of platinum group metals, precious and base minerals ("MR 83");
1.1.166.7			mining right (with reference NW30/5/1/2/2/84 MR), converted under Item 7 Schedule II of the MPRDA, held by the Seller in respect of platinum group metals, precious and base minerals ("MR 84");
1.1.166.8			mining right (with reference NW30/5/1/2/2/85 MR), converted under Item 7 Schedule II of the MPRDA, held by the Seller in respect of platinum group metals including platinum, palladium, rhodium, iridium, ruthenium and osmium, together with all other metals and minerals found in mineralogical association therewith, including but not limited to, chrome, gold, silver, copper, nickel and cobalt, together with any such other metals and minerals which have to be mined out of necessity and convenience together with the platinum group metals in the UG 2 and Merensky Reefs ("MR 85"); and
1.1.166.9			mining right (with reference NW30/5/1/2/2/86 MR), converted under Item 7 Schedule II of the MPRDA, held by the Seller in respect of platinum group metals and associated minerals (precious metals) as well as chrome, cobalt, nickel, silver, gold and copper on the UG2 and Merensky reefs ("MR 86"),
			including their associated EMPs, mining work programmes and social and labour plans, including

		all amendments, variations or modifications thereof from time to time;
1.1.167	"Smelting and Refining Operations"	the activities of treating and extracting metals from PGM Concentrate by smelting and refining metals using downstream processing activities conducted by the Rustenburg Section, including at the Waterval Smelter Complex and at the Rustenburg Refining Complex;
1.1.168	"South Africa"	the Republic of South Africa;
1.1.169	"Special Purpose Accounts"	the special purpose information for Rustenburg Section for the financial period ended on the Special Purpose Accounts Date, made available as document 2.2.2.3 in the VDR;
1.1.170	"Special Purpose Accounts Date"	31 December 2014;
1.1.171	"Stores and Consumables"	all stores and consumables owned by the Seller and located in the Rustenburg and concentrator store facilities (i.e. excluding all the stores and consumables located at the Seller's Western Limb Distribution Centre), and used exclusively in respect of the Business, as at the Effective Date, including operating supplies, machinery spares and other spares, stores and consumables;
1.1.172	"Surface Lease"	the lease agreement to be entered into between or on behalf of the Bafokeng Nation (as lessor) and:
1.1.172.1		if entered into before the Effective Date, the Seller (as lessee); or
1.1.172.2		if entered into after the Effective Date, the Purchaser (as lessee),
		in respect of the lease of a certain portion of the Bafokeng Land (but excluding the land forming the subject matter of the Hoedspruit Tailings Lease);
1.1.173	"Surface Rights Permits"	the surface right permits listed in Annexe G;
1.1.174	"Surviving Provisions"	the provisions of clauses 1, 3, 8.3, 21, 22, 32, 33, 34, 35, 36 and 37;
1.1.175	"Table"	the table included in Annexe X, as (i) amended by the Seller and notified to the Purchaser in terms of clause 15.8; or (ii) as otherwise amended by the Parties from time to time in writing. To the extent

		that any period extends beyond the end dates stipulated in the Table, the Table will be extended, using the annual totals specified in the relevant line items indicated, split between the relevant months in the same ratio as that used for the 2017 month entries. If the Table is amended during any relevant period, as envisaged in this clause 1.1.175, then any calculations in respect thereof will be conducted, for the relevant months within such period, with reference to the ruling Table from time to time;
1.1.176	"Tailings Assets"	the tailings dams of the Business as constituted at the Effective Date (known as Klipfontein, Hoedspruit, Paardekraal complex (PK 1- 5), Waterval East and Waterval West) and identified on the map attached as Annexe L, which tailings dams have been established pursuant to the mining and processing operations of the Seller in conducting the Business, and which the Seller has always intended to be and remain movable assets which have not, in the Seller's view, acceded to the immovable properties where they are located;
1.1.177	"Taxation" or "Tax"	all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, asset values, turnover, added value, employment or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions (including, without limitation, any royalty contemplated in terms of section 25(2)(g) of the MPRDA and payable under in terms of the Mineral and Petroleum Resources Royalty Act, 28 of 2008), and any and all duties, contributions, rates and levies (including all employee and payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs, additional tax and interest relating thereto;
1.1.178	"Tax Deduction"	a deduction or withholding for or on account of Tax from a payment under this Agreement, where the obligation to pay the Tax arises as a direct result of that payment;
1.1.179	"Trading Day"	any day that is a trading day on the JSE and does not include a day on which trading on the JSE is scheduled to close prior to its regular weekday closing time;
1.1.180	"Transferable Permits"	those Permits which are (expressly in accordance with their terms or the provisions of the relevant

		laws under which they are issued) capable of transfer to the Purchaser, whether or not such transfer (in order to be effective) requires the consent or permission of, or notification to, any Governmental Authority;
1.1.181	"Transferable SRPs"	those Surface Rights Permits which are not (in accordance with their terms or otherwise at law) incapable of transfer to the Purchaser;
1.1.182	"Transferring Attorneys"	Xxxxxx Xxxxxxx;
1.1.183	"Transferring Contracts"	all Contracts relating (in so far as the Seller's participation therein is concerned) exclusively to the Business, including (to the extent in force at the Effective Date) the Material Transferring Contracts, the Contracts listed in Annexe B1 and the Contracts referred to in clause 11.3.9.2.1, provided that, in relation to Contracts for the use or occupation of land, Contracts will only be Transferring Contracts if they relate exclusively to land forming part of (i) any Immovable Properties; or (ii) any Leased Properties, but excluding:
1.1.183.1		this Agreement;
1.1.183.2		the Concentrate Agreement, the Use and Access Agreement, the SGL Guarantee and the Retained Rail Services Agreement;
1.1.183.3		the Surface Lease;
1.1.183.4		the Financing Contracts;
1.1.183.5		all Contracts for the provision of services to the Business by any member of the Seller's Group; and
1.1.183.6		the Contracts listed in Annexe B2 or referred to in clause 11.3.9.2.2 ("Excluded Contracts").
		For the avoidance of doubt, any Contract entered into by or on behalf of the Seller which relates (in so far as the Seller's participation therein is concerned) partially to the Business and partially to any other business operation/s of the Seller (including any part of (i) any of the Smelting and Refining Operations; (ii) the PSA Business; and (iii) other mining, concentrating and processing businesses of the Seller) are not Transferring Contracts;

1.1.184	"Transferring Employees"	(i) the Signature Date Employees; and (ii) every other person (if any) employed by the Seller in or in relation to the Business after the Signature Date, in each case, to the extent still employed by the Seller in or in relation to the Business on the Effective Date;
1.1.185	"Use and Access Agreement"	the use and access agreement entered into or to be entered into between the Purchaser and the Seller on or about the Signature Date, which agreement will regulate: (i) the Seller's rights of access to the Mines and the Purchaser's rights of access to the Waterval Smelter Complex and the Rustenburg Refining Complex and related matters; and (ii) generally, the on-going working relationship between the Purchaser and the Seller in the context of the Seller's continued operation of the Smelting and Refining Operations and the Purchaser's operation of the Business, after the Effective Date;
1.1.186	"VAT"	value-added tax in terms of the VAT Act;
1.1.187	"VAT Act"	Value Added Tax Act, 89 of 1991;
1.1.188	"VDR"	the virtual data room set up by the Seller, containing (inter alia) certain documents and information relating to the Business, made available by the Seller online at xxxxx://xxxxxxxx.xxxxxxxxxx.xxx with the project name Condor and provided to the Purchaser in electronic format on the Signature Date, an index of the contents of which are listed in Schedule 1 to the Disclosure Letter;
1.1.189	"Waterval Smelter Complex"	the metallurgical facility that smelts flotation Concentrate and any other PGM sources received to produce furnace matte, and subsequently converts this furnace matte, furnace matte received from other smelting operations and any other PGM sources, into converter matte. The facility includes all plant and equipment associated with smelting, converting, environmental abatement and compliance, by-product production and energy recovery, as well as all associated utilities and infrastructure contained within the area demarcated on the map attached as Annexe I; and
1.1.190	"Whitewash Resolution"	a validly passed resolution of the ordinary shareholders (or independent ordinary shareholders, to the extent applicable) of SGL expressly and irrevocably waiving any requirement for the Seller (or any person acting in concert with

it) to make a mandatory offer to acquire any remaing securities in SGL in terms of the Companies Act (including section 123) and the Companies Regulations.

1.2In this Agreement:

1.2.1	headings to the clauses of this Agreement are inserted for reference purposes only and shall not govern or affect the meaning or interpretation thereof;
1.2.2	references to a statutory provision include any subordinate legislation made from time to time under that provision and include that provision as modified or re-enacted from time to time;
1.2.3	words importing the masculine gender include the feminine and neuter genders and vice versa in relation to each such word; the singular includes the plural and vice versa; and natural persons include artificial persons and vice versa;
1.2.4	references to a "person" include a natural person, company, close corporation or any other juristic person or other corporate entity, a charity, trust, partnership, joint venture, syndicate, or any other association of persons;
1.2.5	references to a "subsidiary" or a "holding company" shall be references to a subsidiary or holding company as defined in the Companies Act (and shall include, for the avoidance of doubt, direct and indirect subsidiaries and direct and indirect holding companies), save that the interpretation and application of these definitions in the Companies Act shall not be limited to South African companies;
1.2.6	any reference to a document, agreement or instrument includes the document, agreement or instrument as ceded, delegated, novated, altered, supplemented, rectified, reinstated or replaced from time to time in accordance with its terms;
1.2.7	if a definition imposes substantive rights and obligations on a Party, such rights and obligations shall be given effect to and shall be enforceable, notwithstanding that they are contained in a definition;
1.2.8	any definition, wherever it appears in this Agreement, shall bear the same meaning and apply throughout this Agreement unless otherwise stated or inconsistent with the context in which it appears;
1.2.9	if there is any conflict between any definitions in this Agreement then, for purposes of interpreting any clause of the Agreement or paragraph of any Annexe, the definition appearing in that clause or paragraph shall prevail over any other conflicting definition elsewhere in the Agreement;
1.2.10	any reference to "law" means law, legislation, statutes, regulations, ordinances, treaties, protocols, codes, standards, rules, by-laws, directives, orders, guidelines, notices, promulgations, requirements, orders, judgments, injunctions, awards and other decrees of any Governmental Authority, which have force of law or which it would be an offence not to obey, and the common law, as amended, replaced, re-enacted, restated or re-interpreted from time to time and any reference to any law, statute, regulation or other legislation shall be a reference to any regulations and subordinate legislation promulgated thereunder (and to the extent not otherwise included in the foregoing, "law" will include the Amendment of the Broad-Based

	Socio-Economic Empowerment Charter for the South African Mining Industry, September 2010 and the Codes of Good Practice for the Minerals Industry published on 29 April 2009);
1.2.11	where any number of days is prescribed, those days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which event the last day shall be the next succeeding Business Day;
1.2.12	any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction and to the extent of such illegality, invalidity or unenforceability, be ineffective and be treated as having not been written (ie pro non scripto) and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction;
1.2.13	unless otherwise expressly so stated herein, no provision of this Agreement constitutes a stipulation for the benefit of any person who is not a party to this Agreement;
1.2.14	the use of any expression covering a process available under South African law (including, for example, a winding-up) shall, if any of the Parties is subject to the law of any other jurisdiction, be interpreted in relation to that Party as including any equivalent or analogous proceeding under the law of such other jurisdiction;
1.2.15	references to any amount shall mean that amount exclusive of VAT, unless the amount expressly includes VAT; and
1.2.16	the rule of construction that if general words or terms are used in association with specific words or terms which are a species of a particular genus or class, the meaning of the general words or terms shall be restricted to that same class (ie the eiusdem generis rule) shall not apply, and whenever (notwithstanding that in some instances this may have been specifically provided for, but not in others) the words "including", "include" or "includes" are used followed by specific examples, such examples shall not be interpreted so as to limit the meaning of any word or term to the same genus or class as the examples given.
1.3	The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement which are expressly provided to operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the relevant provisions themselves do not provide for this.
1.4	Each of the provisions of this Agreement has been negotiated by the Parties and drafted for the benefit of the Parties, and accordingly the rule of construction that the contract shall be interpreted against or to the disadvantage of the Party responsible for the drafting or preparation of the agreement (ie the contra proferentem rule) shall not apply.

2.Introduction

2.1	The Sale Assets are utilised by the Seller to conduct the Business as a going concern.

2.2	The Seller wishes to sell the Business (and accordingly the Seller wishes to sell the Sale Assets and transfer the Assumed Liabilities) as a going concern, to the Purchaser and the Purchaser wishes to purchase the Business (and accordingly all of the Sale Assets, as well as assume the Assumed Liabilities), as a going concern, on the terms and conditions set out in this Agreement.
2.3	The Parties accordingly enter into this Agreement to record the terms and conditions agreed to by them with regard to the Sale Transaction.

3.Conditions Precedent


3.1	The provisions of this Agreement (other than clauses 11.5, 12.1, 14, 15, 18 (but only to the extent of the Seller's Warranties in Part B of Annexe M), 19, 23, 25.1 and 27 (the "Immediately Operative Provisions") and the Surviving Provisions, all of which shall be unconditional and of immediate force and effect on and with effect from the Signature Date), are subject to the fulfilment or waiver, in accordance with clause 3.3, of the following conditions precedent ("Conditions Precedent") on or before the date specified in the relevant sub-clause below (or such later date/s (i) in the case of clause 3.1.2, as the Seller may specify in writing from time to time on or before the then current relevant date/s specified; (ii) in the case of each of clauses 3.1.1, 3.1.3, 3.1.4, 3.1.5, 3.1.6, 3.1.7, 3.1.8, 3.1.9, 3.1.10, 3.1.11, 3.1.12 and 3.1.13, as the Purchaser and the Seller may agree in writing from time to time on or before the then current relevant date/s specified; or (iii) in the case of clause 3.1.6, to which the date in clause 3.1.6.1 may automatically be extended pursuant to the proviso to clause 3.1.6.1):
3.1.1	on or before 30 November 2015, the Purchaser or SGL, as the case may be, have procured the written consent for the Purchaser and SGL to implement the Sale Transaction from the following persons:
3.1.1.1	the Senior Facility Lenders in terms of the Senior Facility Agreement;
3.1.1.2	the Revolving Facility Lenders in terms of the Revolving Facility Agreement; and
3.1.1.3	the Bridge Facility Lender in terms of the Bridge Facility Agreement;
	provided that such consents shall either be (i) unconditional and unqualified; or (ii) on conditions or qualifications as the Purchaser and SGL confirm in writing to the Seller are acceptable to them (acting reasonably);
3.1.2	on or before 31 January 2016, (i) the Purchaser and all relevant counterparties have signed definitive and binding transaction and funding agreements for implementing (no later than the Effective Date) HDSA ownership of the Purchaser, compliant with the BEE Requirements; and (ii) copies of all such agreements have been provided to the Seller;
3.1.3	on or before 30 April 2016, SGL's shareholders have approved the Sale Transaction in terms of Section 9 of the JSE Listings Requirements, provided that if, for any reason whatsoever, the Competent Person's Report forming part of the Category 1 transaction circular for such SGL shareholder approval has not been approved by the JSE by 31 January 2016, then the date of 30 April 2016 in this clause 3.1.3 will be automatically extended by one day at a time, for each day after 31 January 2016 that such JSE approval is outstanding but not beyond 30 June 2017;

3.1.4	Competition approval
3.1.4.1	on or before 30 June 2017:
3.1.4.1.1	all and any approvals for the Sale Transaction that may be required in terms of the Competition Act are granted by the Competition Authorities provided that such approvals shall either be:
3.1.4.1.1.1	unconditional and unqualified; or
3.1.4.1.1.2	on (i) conditions or qualifications which materially align with and are not materially more onerous than the provisions of the undertakings contained in clause 31, which conditions and qualifications the Parties will be deemed to have accepted; or (ii) other conditions or qualifications as the Purchaser and the Seller confirm in writing to each other are acceptable to them (acting reasonably); and
3.1.4.1.2	in the event that the Competition Authorities impose such conditions or qualifications which constitute pre-conditions to the implementation of the Sale Transaction, then such pre-conditions must be satisfied on or before the date stipulated in clause 3.1.4.1.
	If the conditions or qualifications envisaged in clause 3.1.4.1.1.2(ii) (whatever their nature or form) are not acceptable to the Seller and the Purchaser (acting reasonably), either of them shall be entitled to bring appeal or review proceedings (or a request for consideration pursuant to an approval of the Sale Transaction with conditions or qualifications), with the Seller (on the one hand) and the Purchaser and SGL (on the other hand) rendering all reasonable assistance to the other in such case. If approval of the Sale Transaction is declined by the Competition Authorities, then at the Seller's or the Purchaser's election, appeal proceedings against this decision will be instituted, with the Seller (on the one hand) and the Purchaser and SGL (on the other hand) rendering all reasonable assistance to the other in such case;
3.1.5	Consent in terms of section 102 of the MPRDA for the Sale Consolidation and the PSA Consolidation and registration by the MPTRO of Notarial Deed of Variation of Converted Mining Right in respect of the Sale Consolidation
3.1.5.1	on or before 30 June 2017, the granting of consents in terms of section 102 of the MPRDA in respect of each of the PSA Consolidation and the Sale Consolidation applications, provided that such consents shall either be:
3.1.5.1.1	unconditional and unqualified; or
3.1.5.1.2	on conditions or qualifications as (i) the Purchaser confirms in writing to the Seller are acceptable to the Purchaser (acting reasonably) insofar as such conditions and qualifications affect the Purchaser or the Business, or (ii) the Seller confirms in writing to the Purchaser are acceptable to the Seller (acting reasonably) insofar as such conditions or qualifications affect the Seller; and

3.1.5.2	or before 30 June 2017, the registration by the MPTRO of a Notarial Deed of Variation of Converted Mining Right in respect of the Sale Cssonsolidation;
3.1.6	Consent in terms of section 11 of the MPRDA
3.1.6.1	on or before 30 June 2017:
3.1.6.1.1	the granting of consent in terms of section 11 of the MPRDA in respect of the sale of the Mining Right and the Prospecting Right to the Purchaser pursuant to the Sale Transaction, provided that such consent shall either be:
3.1.6.1.1.1	unconditional and unqualified; or
3.1.6.1.1.2	on conditions or qualifications as (i) the Purchaser confirms in writing to the Seller are acceptable to the Purchaser (acting reasonably) insofar as such conditions and qualifications affect the Purchaser or the Business, or (ii) the Seller confirms in writing to the Purchaser are acceptable to the Seller (acting reasonably) insofar as such conditions or qualifications affect the Seller; and
3.1.6.1.2	in the event that such conditions or qualifications are imposed which constitute pre-conditions to the implementation of the Sale Transaction, then such pre-conditions must be satisfied on or before the date stipulated in clause 3.1.6.1,
	provided that if, for any reason whatsoever, (i) the Purchaser and all relevant counterparties have not signed definitive and binding transaction and funding agreements for implementing (no later than the Effective Date) HDSA ownership of the Purchaser, compliant with the BEE Requirements; and/or (ii) copies of all such agreements have not been provided to the Seller, in each case on or before 31 January 2016, then the date of 30 June 2017 in this clause 3.1.6.1 will be automatically extended by one day at a time, for each day after 31 January 2016 that the requirements in (i) and (ii) above have not both been met;
3.1.7	on or before 30 June 2017, the Medical Services Agreement has been signed by each of the parties thereto and has become unconditional in accordance with its terms, save in respect of any condition which requires that this Agreement become unconditional;
3.1.8	on or before 30 June 2017, the Hospital Lease Agreement has been signed by each of the parties thereto and has become unconditional in accordance with its terms, save in respect of any condition which requires that this Agreement become unconditional;
3.1.9	on or before 30 June 2017, the Bafokeng Nation has consented in writing to the Seller ceding all of its rights and delegating all of its obligations under each of (i) the Bafokeng Nation Settlement Agreement; and (ii) the Bafokeng Nation Royalty Agreement, to the Purchaser;
3.1.10	on or before 30 June 2017 (i) the PSA Services Agreement has been signed by each of the parties thereto; and (ii) Aquarius Platinum has consented in writing to

	the Seller (as service provider) ceding all of its rights and delegating all of its obligations under the PSA Services Agreement to the Purchaser;
3.1.11	on or before 30 June 2017 (i) the PSA Rail Services Agreement has been signed by each of the parties thereto; and (ii) Aquarius Platinum has consented in writing to the Seller (as service provider) ceding all of its rights and delegating all of its obligations under the PSA Rail Services Agreement to the Purchaser;
3.1.12	on or before 30 June 2017, the Retained Rail Services Agreement has been signed by each of the parties thereto;
3.1.13	for the period from the 1st day of the month immediately following the month in which the Signature Date falls to and ending on the last day of the month immediately preceding the month in which the last of the Conditions Precedent in clauses 3.1.1 - 3.1.12 is fulfilled or waived (“the Period”):
3.1.13.1	the Seller (with reference to the Business) has, on an aggregated basis measured at the end of the, but over the entire, Period:
3.1.13.1.1	produced at least 85% of the total 4E Oz Production (platinum, palladium, rhodium and gold, in any mix) indicated in the Table; and
3.1.13.1.2	milled at least 85% of the total underground tonnes milled indicated in the Table; and
3.1.13.1.3	overspent not more than 15% of the total on-mine cash costs indicated in the Table, but excluding from such calculation instances where (and the extent to which) a prudent, experienced and reasonable operator in the position of the Seller would also have overspent operational expenditure in order to (i) rectify a material adverse effect on the Business and/or to prevent a material adverse effect on the Business from arising; and (ii) preserve any of the material Sale Assets; and
3.1.13.1.4	spent at least 75% of the total capital (including SIB) expenditure indicated in the Table; or
3.1.13.2	the Seller has, on an aggregated basis measured at the end of the, but over the entire, Period failed to so perform, but such failure, overspending and/or underspending (as the case may be) will not have a material adverse effect on the ability of the Business to so perform , by no later than and during the 12th month after the month in which the Effective Date falls (and assuming (i) that the Business will be conducted for that period in the ordinary course thereof as carried on prior to the Signature Date; and (ii) that none of the circumstances referred to in clause 15.3.3.3 occur during that period).
3.2	To the extent that it is within their control to do so, in relation to the Condition/s Precedent in each of clauses:
3.2.1	3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.1.5, 3.1.6, 3.1.9, 3.1.10(ii), 3.1.11(ii) and 3.1.13, the Parties shall (but without being obliged to waive any Condition Precedent or give any consent or confirmation thereunder to the extent it is permitted (acting reasonably) to withhold such consent) use their respective reasonable commercial endeavours; and

3.2.2	3.1.7, 3.1.8, 3.1.10(i), 3.1.11(i) and 3.1.12, the Parties shall negotiate the agreements referred to in good faith,
	to procure the fulfilment of each of such Conditions Precedent on or before the date specified for its fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1) further in accordance with the provisions of clause 3.8.
3.3	Each of the Condition/s Precedent:
3.3.1	in clauses 3.1.3, 3.1.4, 3.1.5 and 3.1.6 are for the benefit of both the Seller and the Purchaser (but none are for the benefit of SGL), and may not be waived except by written agreement between the Purchaser and the Seller on or before the date/s specified for their fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1);
3.3.2	in clauses 3.1.2, 3.1.7, 3.1.8, 3.1.9, 3.1.10, 3.1.11 and 3.1.12 are for the benefit of the Seller only, and may be waived by written notice from the Seller on or before the date/s specified for their fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1); and
3.3.3	in clauses 3.1.1 and 3.1.13 are for the benefit of the Purchaser only, and may be waived by written notice from the Purchaser on or before the date/s specified for their fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1).
3.4	If any of the Conditions Precedent are not fulfilled or waived on or before the date/s specified for their fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1), the Surviving Provisions shall continue to be of force and effect and the Immediately Operative Provisions shall cease to be of any force or effect, but the remaining provisions of this Agreement shall never become effective and the Parties shall restore to one another any performance which they may have rendered or received under this Agreement.
3.5	If any of the Conditions Precedent are not fulfilled or waived in terms of this clause 3, no Party shall have a claim against any other as a result of or in connection with any such non‑fulfilment or non-waiver (other than a claim for a breach by a Party of any of its obligations under clause 3.2).
3.6	Notwithstanding anything to the contrary in this clause 3, but without prejudice to any other rights and/or obligations which the Parties may have under this Agreement or in law, the Conditions Precedent will be read pro non-scripto for all purposes under this Agreement if and prior to the commencement of Closing, the Seller has not delivered to the Purchaser, and the Purchaser has not delivered to the Seller, a written notice asserting that a Condition Precedent has failed and/or was not timeously waived and that accordingly Closing cannot occur.
3.7	Notwithstanding any provisions to the contrary contained in clause 15 or elsewhere in this Agreement, if any of the Conditions Precedent are not fulfilled or waived in terms of this clause 3, the Purchaser (and, for the avoidance of doubt, SGL) will not have any claim against the Seller under or in relation to any of the provisions of clause 15 or any breach thereof.

3.8	Process for obtaining approvals
3.8.1	In relation to the Condition Precedent set out in clause 3.1.3, the Purchaser and SGL will, within 30 days after the Competent Person's Report forming part of the Category 1 Circular referred to below has been approved by the JSE, provide to the Seller a draft of the circular to SGL's shareholders, which will be posted in order to obtain their approval for the Sale Transaction in terms of Section 9 of the JSE Listings Requirements ("the Cat 1 Circular") and shall give the Seller reasonable opportunity to comment on the Cat 1 Circular (and on all subsequent drafts thereof). The Seller will take reasonable account of all amendments to the Cat 1 Circular which are reasonably requested by the Seller.
3.8.2	The Cat 1 Circular will not stipulate the approval referred to in clause 3.1.3 as being conditional on any other resolution or transaction being approved.
3.8.3	In relation to the Condition Precedent set out in clause 3.1.3, SGL will use its best efforts to secure the approval referred to in clause 3.1.3 from its key shareholders (other than Gold One International Limited) as soon as possible after the Signature Date, which support will be in the form of written, irrevocable support for the Sale Transaction.
3.8.4	In relation to each of the approvals referred to in the Conditions Precedent set out in clauses 3.1.4 and 3.1.6:
3.8.4.1	each Party will do all such things (including signing all relevant documents), provide all information and generally perform all such actions and take all such steps as may be open to them and necessary for or incidental to making the necessary applications for, and obtaining, the approvals, further in accordance with such clauses (as relevant);
3.8.4.2	the Purchaser and the Seller shall provide each other with drafts of all material correspondence, documents or other communications (including drafts of the filings) relating to the Conditions Precedent set out in such clauses (removing any confidential or competitively sensitive information, in the case of the Condition Precedent in clause 3.1.4) and shall give each other reasonable opportunity to comment on such communications prior to their submission to the relevant Governmental Authorities. Furthermore, each of them shall promptly provide the other with copies of all such material communications received from or sent to the relevant Governmental Authorities and shall also involve the other in any meetings or material discussions with the relevant Governmental Authorities; and
3.8.4.3	without prejudice to clause 3.8.4.2, the Parties agree that all requests and enquiries from the relevant Governmental Authorities relating to the Conditions Precedent set out in such clauses shall be dealt with by the Seller and the Purchaser promptly and in consultation with each other and the Seller and the Purchaser shall promptly co‑operate with and provide all necessary information and assistance reasonably required by the relevant Governmental Authorities in relation thereto upon being requested to do so by the other.

3.8.5	Competition approval
3.8.5.1	As soon as possible after the Signature Date, each of the Seller (on the one hand) and the Purchaser and SGL (on the other hand) will instruct its own attorneys and other advisors in connection with the preparation of the merger filing which will be submitted to the Competition Authority for purposes of the Condition Precedent in clause 3.1.4 (“the Merger Notification”) and the Parties agree that Nortons Inc will lodge and file the Merger Notification on the Parties’ behalf.
3.8.5.2	The filing fees payable in connection with the Merger Notification will be paid by the Seller and the Purchaser in equal shares.
3.8.5.3	The legal costs and fees incurred by each Party in connection with gathering and collecting information required of it for the Merger Notification shall be borne by that Party.
3.8.6	Consent in terms of section 11 of the MPRDA
3.8.6.1	As soon as possible after the date on which the Purchaser complies with the requirements set out in (i) and (ii) of the proviso to clause 3.1.6.1, or at any earlier time as the Seller considers appropriate, the Seller shall apply to the Minister (the form and substance of such application being to the reasonable satisfaction of both the Seller and the Purchaser) for written consent in terms of section 11 of the MPRDA ("Section 11 Consent"), as referred to in clause 3.1.6. The Purchaser hereby irrevocably and unconditionally undertakes to co-operate with and to assist the Seller in all reasonable and necessary ways to procure the Section 11 Consent, if so requested by the Seller and the Parties agree that the Transferring Attorneys will lodge and file the application for Section 11 Consent.
3.8.6.2	The legal costs and fees incurred by each Party in connection with gathering and collecting information required of it for the application for Section 11 Consent shall be borne by that Party.

0.Xxxx and purchase

4.1	On and with effect from the Effective Date, the Seller:
4.1.1	sells the Sale Assets to the Purchaser and the Purchaser purchases the Sale Assets from the Seller; and
4.1.2	transfers and delegates the Assumed Liabilities to the Purchaser, and the Purchaser assumes the Assumed Liabilities, in terms of clause 5,
	such that the Seller sells to the Purchaser, which purchases, the Business as a going concern, as one indivisible transaction.
4.2	Nothing contained in this Agreement will operate (and notwithstanding any provision of this Agreement to the contrary) (i) to transfer to the Purchaser any of the Excluded Assets or any other asset, other than the Sale Assets; or (ii) to result in the transfer or delegation to, or assumption by, the Purchaser of any of the Excluded Liabilities or any other Liability, other than the Assumed Liabilities.

5.Assumption of Assumed Liabilities
The Purchaser, on and with effect from the Effective Date, assumes and shall duly and punctually pay, satisfy, discharge, perform or fulfil (as the case may be) all Liabilities of the Seller in relation to, associated with, arising out of or in respect of the Business or any part thereof (including any Sale Asset) as at the Effective Date (together, the "Assumed Liabilities") including without limitation (and without any liability or class of liabilities identified below limiting the scope of any other liability or class of liabilities so identified):
5.1	all Liabilities under the Transferring Contracts;
5.2	all Liabilities in respect of Creditors;
5.3	all Liabilities under or relating to the Mining Right and the Prospecting Right (for the avoidance of doubt, including their EMPs, mining work programmes or prospecting work programme (as relevant) and social and labour plans);
5.4	all Liabilities under the Permits;
5.5	all Liabilities under the Main IWUL;
5.6	the Rehabilitation Liability;
5.7	Environmental Claims;
5.8	all Liabilities in relation to Health and Safety Claims; and
5.9	all Liabilities in respect of the Transferring Employees,
but excluding the Excluded Liabilities.
6.Risk, benefit and ownership: Sale Assets and Assumed Liabilities
6.1	The risk in and benefit of the Sale Assets and Assumed Liabilities, and accordingly the Business, will pass to the Purchaser on and with effect from the Effective Date.
6.2	Ownership of each of the Sale Assets will pass to the Purchaser, against the later of (i) discharge of the Initial Upfront Purchase Price in terms of paragraph 2 of Annexe J; and (ii) delivery of the Sale Asset as further described in clause 10.
7.Gross Consideration
7.1	The aggregate consideration for the Business is an amount equal to:
7.1.1	the Purchase Price (which will be discharged by the Purchaser in accordance with the provisions of clause 8); plus
7.1.2	an amount equal to the face value of the quantifiable Assumed Liabilities (or as such Assumed Liabilities are otherwise accounted for in accordance with IFRS) (which will be discharged by the Purchaser assuming the Assumed Liabilities in accordance with the provisions of clause 5), for the avoidance of doubt, expressed as a positive amount,
	(together, "the Gross Consideration").

7.2	The Parties acknowledge that, given the nature of the Business, the Director General: Mineral and Energy Affairs ("the Director General") will be required, pursuant to the provisions of section 37 of the Income Tax Act, to determine the values for the mining property and capital assets forming part of the Business ("the DG Valuation") and this process will take place after the Effective Date. The Parties undertake to use their reasonable endeavours to assist the Director General in this regard and shall make appropriate submissions to the effect that the effective value of the mining property and the capital assets (as defined in section 37 of the Income Tax Act) is as set out in Annexe G. The DG Valuation will, however, be final and binding on the Parties for the purposes of section 37 of the Income Tax Act.
8.Purchase Price
8.1	The aggregate purchase price payable for the Business shall comprise:
8.1.1	the Initial Upfront Purchase Price, as adjusted in accordance with paragraph 4 of Annexe J and paragraph 5 of Annexe K, such adjusted amount being the "Upfront Purchase Price"; and
8.1.2	the Deferred Purchase Price,
	(together, "the Unadjusted Purchase Price"), as adjusted downwards in accordance with paragraph 4 of Annexe K, such adjusted amount being the "Purchase Price". The Purchase Price will at all times be subject to a total cap of R20,000,000,000.00, and all relevant provisions of Annexe J and Annexe K will be interpreted accordingly.
8.2	The Purchase Price will be calculated and discharged in accordance with the provisions of Annexe J and Annexe K.
8.3	General
8.3.1	All payments made under this Agreement must (subject to clauses 21.2.1 and 21.2.2) be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.
8.3.2	Deductions
8.3.2.1	Each Party must make all payments to be made by it under this Agreement without any Deductions, unless such Deduction is required by law.
8.3.2.2	If a Party becomes aware that it must make a Deduction (or, in the case of a Tax Deduction, that there is a change in the rate or the basis of a Tax Deduction), it must notify the other Parties as soon as reasonably possible.
8.3.2.3	If a Party is required by law to make a Deduction, it must make the minimum Deduction allowed by law and must make any payment required in connection with that Deduction within the time allowed by law.
8.3.2.4	Within 30 days of making either a Deduction or a payment required in connection with a Deduction, the Party making such must deliver to the other Parties evidence satisfactory to the

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SALE AND PURCHASE AGREEMENT between RUSTENBURG PLATINUM MINES LIMITED Registration number 1931/003380/06 and SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED Registration number 2015/305479/07 and