EXHIBIT 4.14 EXECUTION COPY
REORGANISATION AGREEMENT
ENTERED INTO BETWEEN
BEATRIX MINING VENTURES LIMITED
(REGISTRATION NO 1946/020743/06)
("BEATRIX")
DRIEFONTEIN CONSOLIDATED (PROPRIETARY) LIMITED
(REGISTRATION NO 1993/002956/07)
("DRIEFONTEIN")
KLOOF GOLD MINING COMPANY LIMITED
(REGISTRATION NO 1964/004462/06)
("KLOOF")
GFL MINING SERVICES LIMITED
(REGISTRATION NO 1997/019961/06)
("GFLMS")
GOLD FIELDS LIMITED
(REGISTRATION NO 1968/004880/06)
("GFL")
AND
NEWSHELF 706 LIMITED
(REGISTRATION NO 2002/031431/06)
("NEWCO")
PART A
1. INTERPRETATION AND PRELIMINARY
In this Agreement, clause headings appear for purposes of reference only
and shall not govern, nor in any way influence, the proper interpretation
of this Agreement. In this Agreement, unless the context clearly requires a
different interpretation -
1.1 words importing -
1.1.1 any one gender include the other two genders;
1.1.2 the singular include the plural and vice versa; and
1.1.3 natural persons include created entities (corporate or
unincorporate) and the state and vice versa;
1.2 the following words and phrases shall have the meanings assigned to
them hereunder and cognate expressions shall have corresponding
meanings -
1.2.1 "AFFILIATES" means in relation to any one of the Parties, an
entity (whether incorporated or unincorporated) that controls, is
controlled by or is under common control with such Party, whether
directly or indirectly. For this purpose control means the direct
or indirect beneficial or registered ownership of more than 50%
of the voting interests in the entity concerned and/or the right
or ability to appoint the majority of the board of directors of
such entity and/or the right or ability to control, manage or
influence, in law or in fact, the business and/or affairs of such
entity;
1.2.2 "AGREEMENT" means this reorganisation agreement, together with
Annexures "A", "B", "C", "D", "E", "F", "G", "H" and "I" thereto,
constituting one indivisible agreement;
1.2.3 "ANCILLARY ASSETS" means collectively the Beatrix Ancillary
Assets, the Driefontein Ancillary Assets, the Kloof Ancillary
Assets, the GFLMS Ancillary Assets and the GFL Ancillary Assets;
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1.2.4 "BEATRIX ACCOUNTS" means the financial statements of Beatrix to
be prepared in respect of the Beatrix Enterprise as at the
Effective Date;
1.2.5 "BEATRIX ANCILLARY ASSETS" means collectively the St Helena
Hospital Shares and the St Helena Hospital Loans;
1.2.6 "BEATRIX ASSETS" means all the assets (both corporeal and
incorporeal) owned by Beatrix and used or intended to be used in
or in connection with, or relating to or arising out of the
Beatrix Enterprise as at the Effective Date, including, but not
limited to, the assets reflected in the Beatrix Accounts, the
Beatrix Mining and Mineral Rights and Land, the shares listed in
Annexure "A" hereto, all slimes dams, waste rock dumps, ore
resources, all underground and surface infrastructure used in or
in connection with the Beatrix Enterprise, the Beatrix
Enterprise's metallurgical plants and tailings disposal
facilities, all vehicles, all of Beatrix's right, title and
interest in and to all computer hardware and software and other
technology and intellectual property of every description
necessary for the conduct of the Beatrix Enterprise, all
information relating to the Beatrix Enterprise in whatever format
and whether recorded in writing, on any electronic medium or
otherwise, all stock in trade of Beatrix relating to the Beatrix
Enterprise, all spares identified and allocated exclusively to
the Beatrix Enterprise, all capital items forming part of any
capital development program which are attributable to the Beatrix
Enterprise, any and all rights which Beatrix may have in terms of
the GFTS Trust, all of Beatrix's cash on hand and bank deposits,
all accounts receivable and all other assets necessary for the
continuation of the Beatrix Enterprise's gold mining, ore
treatment, gold extraction and other gold mining operations, but
excluding the Beatrix Ancillary Assets and the Beatrix Uranium
Enterprise;
1.2.7 "BEATRIX CONTRACTS" means any and all contracts entered into by
Beatrix in respect of or relating to the Beatrix Enterprise as at
the Effective Date;
1.2.8 "BEATRIX ENTERPRISE" means the gold mining enterprise known as
the Beatrix mine, as carried on by Beatrix in and upon the
Beatrix Mining and Mineral Rights and Land as at the Effective
Date, as a going concern, capable of separate operation,
including the Beatrix Assets, the right, title and interest in
and to the Beatrix Contracts and the Beatrix Liabilities;
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1.2.9 "BEATRIX LIABILITIES" means all liabilities of Beatrix of any
nature whatsoever, and howsoever arising (whether actual,
contingent or prospective), relating to or arising out of the
Beatrix Enterprise, including, but not limited to, the
liabilities reflected in the Beatrix Accounts, whether arising
during, before or after the Effective Date;
1.2.10 "BEATRIX MINING AND MINERAL RIGHTS AND LAND" means collectively
the immovable property (together with those assets which are
immovable and which have acceded to the relevant land), the
freehold and residential properties, the surface rights permits,
the real rights, the trading rights, the mineral rights and the
mining leases, held or owned by Beatrix in respect of the Beatrix
Enterprise, as listed in Annexure "B" hereto;
1.2.11 "BEATRIX URANIUM ENTERPRISE" means the dormant uranium mining
enterprise, known as the Beisa mine, situated in and upon the
Beisa mining area, held by Beisa Oryx (Proprietary) Limited in
terms of a notarial mineral lease entered into with OGH, as
listed in Annexure "C" hereto, including all the assets owned by
Beatrix and used or intended to be used in or in connection with
such uranium enterprise and all liabilities of Beatrix of any
nature whatsoever, and howsoever arising, relating to or arising
out of such uranium enterprise;
1.2.12 "BUSINESS DAY" means any calendar day other than a Saturday,
Sunday or public holiday in the Republic of South Africa;
1.2.13 "COST CLOSE DATE" means the annual pre-determined monthly date on
which costs for GFL and its Affiliates close, as set out in
Annexure "D" hereto;
1.2.14 "COMPANIES ACT" means the Companies Act, Act 61 of 1973, as
amended from time to time;
1.2.15 "CONDITIONS PRECEDENT" means the conditions precedent referred to
in clause 3.1, read with clause 3.2;
1.2.16 "CONTIGUOUS RIGHTS" means collectively -
1.2.16.1 the mineral rights owned by GFLMS in respect of the
Driefontein
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Enterprise, as listed in Annexure "E" hereto ("the
Driefontein Contiguous Rights");
1.2.16.2 the mineral rights owned by GFLMS in respect of the Kloof
Enterprise, as listed in Annexure "F" hereto ("the Kloof
Contiguous Rights");
1.2.17 "DRIEFONTEIN ACCOUNTS" means the financial statements of
Driefontein to be prepared in respect of the Driefontein
Enterprise as at the Effective Date;
1.2.18 "DRIEFONTEIN ANCILLARY ASSETS" means all of Driefontein's right,
title and interest in and to the MJV Enterprise, comprising all
of Driefontein's right, title and interest in and to the MJV
Assets and the MJV Contracts, all as determined with reference to
the MJV Agreement;
1.2.19 "DRIEFONTEIN ASSETS" means all the assets (both corporeal or
incorporeal) owned by Driefontein and used or intended to be used
in or in connection with, or relating to or arising out of the
Driefontein Enterprise as at the Effective Date, including, but
not limited to, the assets reflected in the Driefontein Accounts,
the Driefontein Mining and Mineral Rights and Land, the shares
listed in Annexure "A" hereto, all slimes dams, waste rock dumps,
ore resources, all underground and surface infrastructure used in
or in connection with the Driefontein Enterprise, the Driefontein
Enterprise's metallurgical plants and tailings disposal
facilities, all vehicles, all of Driefontein's right, title and
interest in and to all computer hardware and software and other
technology and intellectual property of every description
necessary for the conduct of the Driefontein Enterprise, all
information relating to the Driefontein Enterprise in whatever
format and whether recorded in writing, on any electronic medium
or otherwise, all stock in trade of Driefontein relating to the
Driefontein Enterprise, all spares identified and allocated
exclusively to the Driefontein Enterprise, all capital items
forming part of any capital development program which are
attributable to the Driefontein Enterprise, any and all rights
which Driefontein may have in terms of the GFTS Trust, all of
Driefontein's cash on hand and bank deposits, all accounts
receivable and all other assets necessary for the continuation of
the Driefontein Enterprise's gold mining, ore treatment, gold
extraction and other gold mining operations, but excluding the
Driefontein
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Ancillary Assets;
1.2.20 "DRIEFONTEIN CONTRACTS" means any and all contracts entered into
by Driefontein in respect of or relating to the Driefontein
Enterprise as at the Effective Date;
1.2.21 "DRIEFONTEIN ENTERPRISE" means the gold mining enterprise known
as the Driefontein mine, as carried on by Driefontein in and upon
the Driefontein Mining and Mineral Rights and Land as at the
Effective Date, as a going concern, capable of separate
operation, including the Driefontein Assets, the right, title and
interest in and to the Driefontein Contracts and the Driefontein
Liabilities;
1.2.22 "DRIEFONTEIN LIABILITIES" means all liabilities of Driefontein of
any nature whatsoever, and howsoever arising (whether actual,
contingent or prospective), relating to or arising out of the
Driefontein Enterprise, including, but not limited to, the
liabilities reflected in the Driefontein Accounts, whether
arising during, before or after the Effective Date, but excluding
Driefontein's share of the MJV Liabilities as determined with
reference to the MJV Agreement;
1.2.23 "DRIEFONTEIN MINING AND MINERAL RIGHTS AND LAND" means
collectively the immovable property (together with those assets
which are immovable and which have acceded to the relevant land),
the freehold and residential properties, the surface rights
permits, the real rights, the trading rights, the mineral rights
and the mining leases, held or owned by Driefontein in respect of
the Driefontein Enterprise, as listed in Annexure "G" hereto;
1.2.24 "EFFECTIVE DATE" means the date of the first Cost Close Date
after the date of fulfilment of the last of the Conditions
Precedent;
1.2.25 "GFL ACCOUNTS" means the financial statements of GFL to be
prepared as at the Effective Date;
1.2.26 "GFL ANCILLARY ASSETS" means the OGH Shares and the OGH Loans;
1.2.27 "GFLMS ACCOUNTS" means the financial statements of GFLMS to be
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prepared as at the Effective Date;
1.2.28 "GFLMS ANCILLARY ASSETS" means collectively -
1.2.28.1 the SA Service Division;
1.2.28.2 the Golden Produce Shares and the Golden Produce Loans; and
1.2.28.3 the Shared Services Shares and the Shared Services Loans;
1.2.29 "GFTS TRUST" means the "bewind" trust known as the GFTS Trust,
created in terms of a trust instrument dated 9 September 1982;
1.2.30 "GOLDEN PRODUCE" means Golden Produce (Proprietary) Limited,
Registration No 2001/026285/07;
1.2.31 "GOLDEN PRODUCE LOANS" means any claims of whatsoever nature and
howsoever arising held by GFLMS against Golden Produce as at the
Effective Date;
1.2.32 "GOLDEN PRODUCE SHARES" means the 500 ordinary shares with a par
value of R1,00 (one Rand) each held by GFLMS in the issued share
capital of Golden Produce, comprising 100% of the issued share
capital of Golden Produce as at the Effective Date;
1.2.33 "INCOME TAX ACT" means the Income Tax Act, Act 58 of 1962, as
amended from time to time;
1.2.34 "KLOOF ACCOUNTS" means the financial statements of Kloof to be
prepared in respect of the Kloof Enterprise as at the Effective
Date;
1.2.35 "KLOOF ANCILLARY ASSETS" means all of Kloof's right, title and
interest in and to the MJV Enterprise, comprising all of Kloof's
right, title and interest in and to the MJV Assets and the MJV
Contracts, all as determined with reference to the MJV Agreement;
1.2.36 "KLOOF ASSETS" means all the assets (both corporeal or
incorporeal) owned
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by Kloof and used or intended to be used in or in connection
with, or relating to or arising out of the Kloof Enterprise as at
the Effective Date, including, but not limited to, the assets
reflected in the Kloof Accounts, the Kloof Mining and Mineral
Rights and Land, the shares listed in Annexure "A" hereto, all
slimes dams, waste rock dumps, ore resources, all underground and
surface infrastructure used in or in connection with the Kloof
Enterprise, the Kloof Enterprise's metallurgical plants and
tailings disposal facilities, all vehicles, all of Kloof's right,
title and interest in and to all computer hardware and software
and other technology and intellectual property of every
description necessary for the conduct of the Kloof Enterprise,
all information relating to the Kloof Enterprise in whatever
format and whether recorded in writing, on any electronic medium
or otherwise, all stock in trade of Kloof relating to the Kloof
Enterprise, all spares identified and allocated exclusively to
the Kloof Enterprise, all capital items forming part of any
capital development program which are attributable to the Kloof
Enterprise, any and all rights which Kloof may have in terms of
the GFTS Trust, all of Kloof's cash on hand and bank deposits,
all accounts receivable and all other assets necessary for the
continuation of the Kloof Enterprise's gold mining, ore
treatment, gold extraction and other gold mining operations, but
excluding the Kloof Ancillary Assets;
1.2.37 "KLOOF CONTRACTS" means any and all contracts entered into by
Kloof in respect of or relating to the Kloof Enterprise as at the
Effective Date;
1.2.38 "KLOOF ENTERPRISE" means the gold mining enterprise known as the
Kloof mine, as carried on by Kloof in and upon the Kloof Mining
and Mineral Rights and Land as at the Effective Date, as a going
concern, capable of separate operation, including the Kloof
Assets, the right, title and interest in and to the Kloof
Contracts and the Kloof Liabilities;
1.2.39 "KLOOF LIABILITIES" means all liabilities of Kloof of any nature
whatsoever, and howsoever arising (whether actual, contingent or
prospective), relating to or arising out of the Kloof Enterprise,
including, but not limited to, the liabilities reflected in the
Kloof Accounts, whether arising during, before or after the
Effective Date, but excluding Kloof's share of the MJV
Liabilities as determined with reference to the MJV Agreement;
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1.2.40 "KLOOF MINING AND MINERAL RIGHTS AND LAND" means collectively the
immovable property (together with those assets which are
immovable and which have acceded to the relevant land), the
freehold and residential properties, the surface rights permits,
the real rights, the trading rights, the mineral rights and the
mining leases, held or owned by Kloof in respect of the Kloof
Enterprise, as listed in Annexure "H" hereto;
1.2.41 "MINERALS ACT" means the Minerals Act, Act 50 of 1991, as amended
from time to time;
1.2.42 "MJV" means the Medgold Joint Venture (trading as Gold Fields
Health Services), which joint venture was constituted by
Driefontein and Kloof in terms of the MJV Agreement, and is
represented by Driefontein and Kloof for all purposes under this
Agreement;
1.2.43 "MJV ACCOUNTS" means the financial statements of the MJV to be
prepared in respect of the MJV Enterprise as at the Effective
Date;
1.2.44 "MJV AGREEMENT" means the joint venture agreement concluded
between Kloof and Driefontein dated 8 January 2000, as amended
from time to time;
1.2.45 "MJV ASSETS" means all the assets (both corporeal or incorporeal)
used or intended to be used in or in connection with, or relating
to or arising out of the MJV Enterprise as at the Effective Date,
including, but not limited to, the assets reflected in the MJV
Accounts, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Hospital, all dressing stations,
clinics and other medical facilities located on the Driefontein
Mining and Mineral Rights and Land and the Kloof Mining and
Mineral Rights and Land and all equipment used in such hospital,
stations, clinics and facilities, all vehicles, all of the MJV's
right, title and interest in and to all computer hardware and
software and other technology and intellectual property of every
description necessary for the conduct of the MJV Enterprise, all
information relating to the MJV Enterprise in whatever format and
whether recorded in writing, on any electronic medium or
otherwise, all stock in trade of the MJV relating to the MJV
Enterprise, all capital items forming part of any capital
development program which are attributable to the MJV Enterprise,
all other assets necessary for the continuation of the MJV
Enterprise's medical and health care enterprise;
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1.2.46 "MJV CONTRACTS" means any and all contracts entered into by the
MJV in respect of or relating to the MJV Enterprise as at the
Effective Date;
1.2.47 "MJV ENTERPRISE" means the medical and health care enterprise
known as Gold Fields Health Services, as carried on by the MJV as
at the Effective Date, as a going concern, capable of separate
operation, including the MJV Assets, the right, title and
interest in and to the MJV Contracts and the MJV Liabilities;
1.2.48 "MJV LIABILITIES" means all liabilities of the MJV of any nature
whatsoever, and howsoever arising (whether actual, contingent or
prospective), relating to or arising out of the MJV Enterprise,
including, but not limited to, the liabilities reflected in the
MJV Accounts, whether arising during, before or after the
Effective Date;
1.2.49 "NEW ACT" means the Mineral and Petroleum Resources Development
Act, Act 28 of 2002, as amended from time to time;
1.2.50 "OGH" means Oryx Gold Holdings Limited, Registration No
1969/001900/06;
1.2.51 "OGH LOANS" means any claims of whatsoever nature and howsoever
arising held by GFL against OGH as at the Effective Date;
1.2.52 "OGH SHARES" means the ▇▇▇ ▇▇▇ ▇▇▇ ordinary shares of no par
value each held by GFL in the issued share capital of OGH,
comprising 100% of the issued share capital of OGH as at the
Effective Date;
1.2.53 "PARTIES" means each of Beatrix, Kloof, Driefontein, GFLMS, GFL
and Newco. "Party" shall mean Beatrix, Kloof, Driefontein, GFLMS,
GFL or Newco, as the case may be;
1.2.54 "PRESCRIBED RATE" means a market-related interest rate as
determined by an investment bank to be agreed between the
Parties, and failing agreement between them on the identity of
such investment bank within 10 (ten) Business Days from the
Effective Date, then an investment bank appointed by the Chief
Executive for the time being of the South African Institute of
Chartered Accountants, acting as an expert and not as an
arbitrator and
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whose determination shall be final and binding on the Parties;
1.2.55 "REGISTRABLE ASSETS" means those assets forming part of the
Beatrix Assets, the Driefontein Assets, the Kloof Assets, the
Contiguous Rights or the Ancillary Assets, the ownership of which
or rights to which are registered or are capable of registration
in any deeds office or mining title office;
1.2.56 "SA SERVICE DIVISION" means the divisions of GFLMS, as set out in
Annexure "I" hereto, that exclusively and directly relate and
provide services to the Beatrix Enterprise, the Driefontein
Enterprise and the Kloof Enterprise together with assets and
business operations which are integral to these enterprises,
which divisions are carried on by GFLMS as at the Effective Date,
as a going concern, capable of separate operation, including the
SA Service Division Assets and the SA Service Division
Liabilities;
1.2.57 "SA SERVICE DIVISION ASSETS" means all the assets (both corporeal
or incorporeal) used or intended to be used in or in connection
with, or relating to or arising out of the SA Service Division as
at the Effective Date;
1.2.58 "SA SERVICE DIVISION EMPLOYEES" means all employees of GFLMS who
are employed exclusively and directly in respect of the SA
Service Division, including ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇, but
specifically excluding ▇▇ ▇▇▇▇;
1.2.59 "SA SERVICE DIVISION LIABILITIES" means all liabilities of GFLMS
of any nature whatsoever, and howsoever arising (whether actual,
contingent or prospective), relating to or arising out of the SA
Service Division, whether arising during, before or after the
Effective Date;
1.2.60 "SECURITY" means Gold Fields Security Limited, Registration No
1969/010157/06;
1.2.61 "SECURITY LOANS" means any claims of whatsoever nature and
howsoever arising held by GFL against Security as at the
Effective Date;
1.2.62 "SECURITY SHARES" means the 30 000 ordinary shares with a par
value of R1,00 (one Rand) each held by GFL in the issued share
capital of Security, comprising 100% of the issued share capital
of Security as at the Effective
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Date;
1.2.63 "SHARED SERVICES" means Gold Fields Shared Services (Proprietary)
Limited, Registration No 2002/020775/07;
1.2.64 "SHARED SERVICES LOANS" means any claims of whatsoever nature and
howsoever arising held by GFLMS against Shared Services as at the
Effective Date;
1.2.65 "SHARED SERVICES SHARES" means the 1 000 ordinary shares with a
par value of R1,00 (one Rand) each held by GFLMS in the issued
share capital of Shared Services, comprising 100% of the issued
share capital of Shared Services as at the Effective Date;
1.2.66 "ST HELENA HOSPITAL" means St Helena Hospital (Proprietary)
Limited, Registration No 1993/002954/07;
1.2.67 "ST HELENA HOSPITAL LOANS" means any claims of whatsoever nature
and howsoever arising held by Beatrix against St Helena Hospital
as at the Effective Date;
1.2.68 "ST HELENA HOSPITAL SHARES" means the 1 000 ordinary shares with
a par value of R1,00 (one Rand) each held by Beatrix in the
issued share capital of St Helena Hospital, comprising 100% of
the issued share capital of St Helena Hospital as at the
Effective Date;
1.2.69 "VAT ACT" means the Value Added Tax Act, Act 89 of 1991, as
amended from time to time;
1.3 any reference in this Agreement to "date of signature hereof" shall be
read as meaning a reference to the date of signature of this Agreement
by the Party signing last in time;
1.4 any reference to an enactment is to that enactment as at the date of
signature hereof and as amended or re-enacted from time to time;
1.5 if any provision in a definition is a substantive provision conferring
rights or imposing
12
obligations on any Party, notwithstanding that it is only in the
definition clause, effect shall be given to it as if it were a
substantive provision in the body of the Agreement;
1.6 when any number of days is prescribed in this Agreement, same shall be
reckoned exclusively of the first and inclusively of the last day;
1.7 where figures are referred to in numerals and in words, if there is
any conflict between the two, the words shall prevail;
1.8 expressions defined in this Agreement shall bear the same meanings in
the Annexures to this Agreement, which do not themselves contain their
own definitions;
1.9 where any term is defined within the context of any particular clause
in this Agreement, the term so defined, unless it is clear from the
clause in question that the term so defined has limited application to
the relevant clause, shall bear the meaning ascribed to it for all
purposes in terms of this Agreement, notwithstanding that the term has
not been defined in this interpretation clause;
1.10 the eiusdem generis rule shall not apply and whenever a term is
followed by the word "including" which is then followed by specific
examples, such examples shall not be construed so as to limit the
meaning of that term;
1.11 the expiration or termination of this Agreement shall not affect such
of the provisions of this Agreement as expressly provide that they
will operate after any such expiration or termination or which of
necessity must continue to have effect after such expiration or
termination, notwithstanding that the clauses themselves do not
expressly provide for this.
2. INTRODUCTION
2.1 It is recorded that on the date of signature hereof -
2.1.1 Newco is a wholly owned subsidiary of GFL;
2.1.2 Newco is a dormant shelf company having no significant assets or
liabilities.
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2.2 The Parties wish to record the terms and conditions subject to which -
2.2.1 GFL will dispose of the Security Shares and the Security Loans to
Newco;
2.2.2 Beatrix will dispose of the Beatrix Enterprise to Newco as a
going concern;
2.2.3 Driefontein will dispose of the Driefontein Enterprise to Newco
as a going concern;
2.2.4 Kloof will dispose of the Kloof Enterprise to Newco as a going
concern;
2.2.5 GFLMS will dispose of the Contiguous Rights to Newco;
2.2.6 Beatrix, Driefontein, Kloof, and GFLMS will each dispose of the
Ancillary Assets to Newco;
2.2.7 GFL will dispose of the GFL Ancillary Assets to Beatrix;
with effect from the Effective Date in terms of Sections 43 and 45 of
the Income Tax Act and Section 11(1)(e) of the VAT Act.
3. CONDITIONS PRECEDENT
3.1 Parts B, C, D, E, F and G of this Agreement are subject to the
fulfilment of either (i) the conditions precedent referred to in this
clause 3.1 or, (ii) if the New Act becomes effective prior to each of
the conditions precedent in sub-clauses 3.1.2 to 3.1.6 (inclusive)
having been fulfilled in accordance with the provisions thereof, the
conditions precedent referred to in sub-clauses 3.1.1, 3.1.7, 3.1.8,
3.1.9, 3.1.10 and the provisions of clause 3.2 -
3.1.1 the approval, to the extent required, of the transactions
contemplated in this Agreement in terms of the Competition Act,
Act 89 of 1998;
3.1.2 the Minister of Minerals and Energy consenting to -
3.1.2.1 the cession by each of Beatrix, Driefontein and Kloof of
their mining leases to Newco, upon terms and conditions that
are consistent with
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the provisions of this Agreement;
3.1.2.2 the granting by each of Beatrix, Driefontein and Kloof, as
holders of the mining leases referred to in sub-clause
3.1.2.1, of a consent in terms of section 9(1)(b) of the
Minerals Act (as read with section 47(1)(e) of the Minerals
Act) to Newco to obtain the mining authorisation referred to
in sub-clause 3.1.5;
3.1.3 Newco submitting a written acceptance, in a format and on terms
acceptable to each of Beatrix, Driefontein and Kloof, of all the
outstanding mining rehabilitation obligations of Beatrix,
Driefontein and Kloof in respect of the Beatrix Enterprise, the
Driefontein Enterprise and the Kloof Enterprise to the relevant
Director: Mineral Development - Department of Minerals and
Energy;
3.1.4 Newco submitting to the relevant Director: Mineral Development -
Department of Minerals and Energy, a written undertaking,
acceptable to each of Beatrix, Driefontein and Kloof, to
contribute towards the Gold Fields Environmental Trust Fund,
which trust fund has been established in accordance with the
relevant provisions of the Income Tax Act, in an amount to be
agreed for the eventual closing of each of the Beatrix
Enterprise, the Driefontein Enterprise and the Kloof Enterprise;
3.1.5 the granting by the relevant Director: Mineral Development of
mining authorisations (or temporary authorisations to mine) in
terms of the Minerals Act to Newco in respect of the Beatrix
Enterprise, the Driefontein Enterprise and the Kloof Enterprise
(provided that such authorisations are recognised as old order
mining rights in terms of the New Act) on the basis that the
existing, approved environmental management programmes in respect
of the Beatrix Enterprise, the Driefontein Enterprise and the
Kloof Enterprise would be adopted by Newco;
3.1.6 the obtaining by Newco of a letter from the relevant Director:
Mineral Development, that the conditions referred to in
sub-clauses 3.1.2 to 3.1.5 have been accepted or granted, as the
case may be;
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3.1.7 the obtaining by or transfer to Newco, to the extent required, of
the necessary licenses, authorisations and/or permissions -
3.1.7.1 in terms of the National Nuclear Regulator Act, Act 47 of
1999;
3.1.7.2 in terms of the National Water Act, Act 36 of 1998; and
3.1.7.3 in terms of the Atmospheric Pollution Prevention Act, Act 45
of 1965;
in respect of each of the Beatrix Enterprise, the Driefontein
Enterprise and the Kloof Enterprise;
3.1.8 the obtaining of confirmation from the South African Revenue
Service that the disposals and distributions contemplated in this
Agreement fall within the ambit of Sections 43 and 45 of the
Income Tax Act and Section 11(1)(e) of the VAT Act;
3.1.9 consents being obtained from third parties in respect of any of
the transfers contemplated in this Agreement, including, but not
limited to, the cession of rights and the delegation of
obligations by each of Beatrix, Driefontein and Kloof under any
material contracts included in the Beatrix Contracts, the
Driefontein Contracts, the Kloof Contracts and the MJV Contracts
to Newco as well as consents and waivers being obtained from
third party lenders in respect of loan note and revolving
facility agreements and credit facility agreements entered into
by GFL and its Affiliates; and
3.1.10 the obtaining of board approval and shareholder approval, to the
extent required, by the respective Parties to implement this
Agreement in accordance with its terms.
3.2 If it comes to the knowledge of the Parties that the New Act will come
into effect prior to each of the Conditions Precedent in sub-clauses
3.1.2 to 3.1.5 (inclusive) having been fulfilled in accordance with
the provisions thereof, then each of Beatrix, Driefontein and Kloof
shall -
3.2.1 prior to the New Act becoming effective, withdraw -
16
3.2.1.1 the applications for the Ministerial consent and the
granting of the mining authorisations referred to in
sub-clauses 3.1.2 and 3.1.5 respectively; and
3.2.1.2 the submissions referred to in sub-clauses 3.1.3 and 3.1.4
respectively;
3.2.2 forthwith upon the New Act becoming effective -
3.2.2.1 simultaneously apply for -
3.2.2.1.1 the conversion of its old order mining rights to mining
rights in terms of the New Act; and
3.2.2.1.2 Ministerial consent to transfer such converted mining
rights to Newco;
3.2.2.2 upon receipt of the required Ministerial consent,
transfer the converted mining rights to Newco;
subject to and in accordance with the provisions of the New Act.
3.3 Immediately upon the fulfilment of the Condition Precedent referred to
in sub-clause 3.1.2.2, each of Beatrix, Driefontein and Kloof
undertakes to furnish a consent in terms of section 9(1)(b) of the
Minerals Act (as read with section 47(1)(e) of the Minerals Act) to
Newco to enable Newco to obtain the mining authorisations referred to
in sub-clause 3.1.5.
3.4 The Parties shall use their respective reasonable commercial
endeavours to procure the fulfilment of the Conditions Precedent.
17
PART B
4. GOLD FIELDS SECURITY
4.1 SALE AND CESSION
As one indivisible transaction -
4.1.1 GFL hereby sells to Newco, which hereby purchases from GFL, the
Security Shares; and
4.1.2 GFL hereby cedes to Newco, which hereby accepts such cession from
GFL, all of its right, title and interest in and to the Security
Loans;
with effect from the Effective Date, subject to the terms and
conditions set out in this Agreement.
4.2 CONSIDERATION AND SETTLEMENT
4.2.1 The consideration payable by Newco to GFL in respect of the
Security Shares and the Security Loans shall be an amount equal
to the book value of the Security Shares and the Security Loans
as reflected in the GFL Accounts ("the Security Consideration").
The Security Consideration shall be allocated as follows -
4.2.1.1 in respect of the Security Loans, an amount equal to the
face value thereof as reflected in the GFL Accounts; and
4.2.1.2 in respect of the Security Shares, an amount equal to the
balance of the Security Consideration.
4.2.2 The Security Consideration shall be settled on the Effective Date
by way of Newco issuing new Newco ordinary shares to the value of
the Security Consideration to GFL.
4.2.3 GFL shall procure the preparation of the GFL Accounts and
delivery of a copy thereof to Newco by no later than 10 (ten)
Business Days after the
18
Effective Date.
4.3 CLOSING
4.3.1 On the Effective Date, GFL shall deliver to Newco, against
compliance by Newco of its obligations in terms of clause 4.2,
the share certificates in respect of the Security Shares together
with transfer forms in respect thereof duly completed and signed
by GFL in accordance with the articles of association of
Security, but blank as to transferee.
4.3.2 Notwithstanding the date of signature hereof, but subject to the
fulfilment of the Conditions Precedent, ownership, risk in and to
and the benefit of the Security Shares and the Security Loans
shall pass to Newco with effect from the Effective Date.
4.4 REPRESENTATIONS AND WARRANTIES
GFL represents and warrants that as at the date of signature hereof,
the Security Shares and the Security Loans are beneficially owned by
it, that no third party has any existing or future right (including
any option or right of first refusal) to acquire any of them and that
it is entitled and able to dispose of them. GFL shall be deemed to
have repeated each such representation and warranty as at the
Effective Date.
4.5 INDEMNITY
Newco shall, with effect from the Effective Date, indemnify and hold
GFL and each of its Affiliates and its and their respective directors,
employees and officers harmless from and against any and all claims,
losses, damages or expenses of whatsoever nature or howsoever arising
which GFL or any of its Affiliates or its or their respective
directors, employees or officers may suffer or incur as a result of
any act or omission of Security before or after the Effective Date.
19
PART C
5. THE BEATRIX ENTERPRISE
5.1 SALE AND PURCHASE
5.1.1 Beatrix hereby sells to Newco, which hereby purchases from
Beatrix, the Beatrix Enterprise as a going concern with effect
from the Effective Date.
5.1.2 Notwithstanding the date of signature hereof, but subject to the
provisions of clauses 5.5 and 5.7 and the fulfilment of the
Conditions Precedent, ownership, risk in and to and the benefit
of the Beatrix Enterprise shall pass to Newco with effect from
the Effective Date.
5.2 BEATRIX PURCHASE CONSIDERATION
The purchase consideration payable by Newco to Beatrix in respect of
the Beatrix Enterprise ("the Beatrix Purchase Consideration") shall be
an amount equal to the book value of the Beatrix Assets (as reflected
in the Beatrix Accounts) less the book value of the Beatrix
Liabilities (as reflected in the Beatrix Accounts). GFL and Beatrix
shall procure the preparation of the Beatrix Accounts and delivery of
a copy thereof to Newco by no later than 10 (ten) Business Days after
the Effective Date.
5.3 SETTLEMENT OF THE BEATRIX PURCHASE CONSIDERATION
The Beatrix Purchase Consideration shall be settled on the Effective
Date by means of crediting a special Beatrix loan account against
Newco in the name of Beatrix in the books of Newco in an amount equal
to the Beatrix Purchase Consideration, which loan account shall be
subject to the following terms and conditions -
5.3.1 it shall bear interest at the Prescribed Rate with effect from
the Effective Date;
5.3.2 the interest shall, unless otherwise agreed between Newco and
Beatrix, be calculated and payable 6 (six) monthly in arrears;
20
5.3.3 subject to clause 21, it shall be repayable in whole or in part
from time to time on the giving of not less than 6 (six) months
(or such shorter period as may be agreed between Beatrix and
Newco) written notice by either Beatrix or Newco to the other of
them, PROVIDED THAT in any event such loan account shall
immediately become due and payable on the happening of any of the
following -
5.3.3.1 the granting of an order, whether provisional or final,
placing Newco under liquidation or judicial management;
5.3.3.2 Newco making a compromise offer in general to its creditors.
5.4 BEATRIX LIABILITIES
5.4.1 Newco shall, with effect from the Effective Date, assume
responsibility and liability for the due and proper discharge of
the Beatrix Liabilities and, accordingly, Newco hereby
indemnifies and holds Beatrix harmless from and against any and
all claims, loss, damage or expenses of whatsoever nature or
howsoever arising which Beatrix may suffer or incur in respect of
the Beatrix Liabilities, irrespective of whether such liabilities
were reflected in the Beatrix Accounts or not.
5.4.2 In respect of the Beatrix Enterprise and in respect of all of the
properties which are the subject of the Beatrix Mining and
Mineral Rights and Land, Newco shall, with effect from the
Effective Date and notwithstanding the date on which the
liability arose or arises, be responsible and liable for, and for
the costs of, restoration, anti-pollution measures, making safe,
rehabilitation, compliance with the terms of any rehabilitation
plans and/or programmes approved by the Principal Inspector
and/or Director : Mineral Development, both of the Department of
Minerals and Energy, anti-flooding measures, the obtaining of a
closure/clearance certificate in terms of Regulation 2.11 and
Section 12 of the Minerals Act; and generally, compliance with
all regulations made in terms of or in force in terms of the
Minerals Act, the Water Act, the Atmospheric Pollution Prevention
Act, or any other applicable legislation or regulation which may
be in force now or in the future, all as amended or substituted
from time to time, and with all lawful directives of state
officials in terms thereof.
21
5.4.3 Newco hereby indemnifies and holds Beatrix harmless from and
against (and in respect of itself, waives) any claim for injury,
death, loss, damage, pollution, rehabilitation, restoration,
flooding, anti-flooding measures or de-watering, or costs
relating to any of the foregoing, in any respect whatsoever which
any third party or Newco itself might make against Beatrix
arising directly, indirectly or consequentially (on a sine qua
non test) out of any act or omission relating to the activities
of Newco (or any previous activities of Beatrix) in respect of
the Beatrix Enterprise (including any of the activities referred
to in clause 5.4.2) and undertakes to make good any such claims
which Beatrix might itself have against Newco, on demand.
5.4.4 Newco shall be obliged, after the Effective Date, to continue to
manage, monitor and control the water seepage quality in respect
of all the areas which are the subject of the Beatrix Mining and
Mineral Rights and Land and Beatrix shall have the right to
request details of Newco's management plans and actions in regard
to any water leakage, including the right to request the results
of all water quality tests. Newco undertakes to comply with any
such request promptly upon receipt thereof.
5.4.5 Newco shall assume all liability and responsibility for all
existing and past prospecting and/or mining operations conducted
by Beatrix on the Beatrix Mining and Mineral Rights and Land and
hence the obligations, indemnity, waiver and undertaking in
clauses 5.4.2 and 5.4.3 shall, mutatis mutandis, apply to all
such prior activities.
5.4.6 The provisions of this clause 5.4 shall enure to the benefit of
Beatrix, its successors-in-title and assigns thereto, and shall
be binding on Newco, and shall accordingly not be merely personal
to Beatrix and to Newco but shall remain binding on
successors-in-title and permitted assigns notwithstanding any
cession and assignment hereof.
5.4.7 It is recorded that Beatrix has contributed funds to the Gold
Fields Environmental Trust Fund ("the Fund") for the
rehabilitation of the Beatrix Enterprise. The amounts contributed
by Beatrix to the Fund shall continue to be held and administered
by the Fund, in accordance with its rules, for the benefit of the
Beatrix Enterprise. Beatrix and Newco shall procure that, with
effect from the Effective Date, all amounts standing to the
credit of Beatrix in
22
respect of the Beatrix Enterprise in the Fund, shall stand to the
credit of Newco in respect of the Beatrix Enterprise. Should
Beatrix receive any amount from the Fund after the Effective
Date, Beatrix shall pay such amount to Newco. With effect from
the Effective Date, Beatrix shall only act in respect of the Fund
in accordance with the instructions of Newco.
5.5 DELIVERY
5.5.1 Beatrix shall, forthwith after the Effective Date, and against
the crediting of the loan account referred to in clause 5.3,
procure the drafting, notarial execution and registration of
notarial deeds of cession of mining and mineral rights and deeds
of transfer in respect of the Registrable Assets of Beatrix in a
format and containing terms acceptable to Newco. Such notarial
deeds of cession shall be bilateral and shall include all terms,
conditions, provisions and ancillary rights and obligations
mentioned or referred to in the present titles and applicable to
the rights being ceded or transferred. Newco undertakes to do all
such acts and sign all such documents as may be necessary or
incidental to complete, execute and register such documents.
5.5.2 The drafting, execution and registration of the notarial deeds of
cession and of the deeds of transfer referred to in clause 5.5.1
shall be attended to by the notaries public and conveyancers of
Beatrix. Newco shall pay all costs relating to the transfer of
the Registrable Assets of Beatrix into the name of Newco.
5.5.3 On the Effective Date -
5.5.3.1 Beatrix shall deliver the books and records of the Beatrix
Enterprise then in its possession to Newco, PROVIDED THAT
Beatrix and its authorised representatives shall be entitled
to have access to and make copies of such books and records
to the extent reasonably and necessarily required by
Beatrix, inter alia, to enable it to prepare its annual
financial statements;
5.5.3.2 the delivery of all of the Beatrix Assets that are capable
of physical delivery shall be deemed to have taken place by
Beatrix constructively delivering them to Newco;
23
5.5.3.3 the delivery of all tailings forming part of the Beatrix
Assets shall be deemed to be delivered by way of traditio
longa manu;
5.5.3.4 Beatrix shall be deemed to have ceded to Newco, which shall
be deemed to have accepted, all the Beatrix Assets which are
not capable of physical delivery or delivery by
registration;
5.5.3.5 Beatrix shall deliver to Newco such documents, duly
completed, as may be necessary to cede and assign to Newco
all of its rights and obligations to the Beatrix Contracts
and to vest ownership in and to the Beatrix Assets not
otherwise dealt with in this clause 5.5.
5.5.4 Should it not be possible for Beatrix to transfer any or all of
its Registrable Assets ("the Beatrix Affected Assets") to Newco,
in accordance with the provisions of this clause 5.5, as a result
of the New Act or any other applicable legislation becoming
effective after the date of signature hereof, the Beatrix
Affected Assets will be excluded from the ambit of this Agreement
without prejudice to the remaining scope, provisions and intent.
5.6 THE BEATRIX CONTRACTS
5.6.1 Beatrix hereby cedes and assigns all of its right, title and
interest and delegates all of its obligations in, to and under
the Beatrix Contracts to Newco, which accepts such cession and
assumes such obligations with effect from the Effective Date.
5.6.2 Newco will ensure that all of the Beatrix Contracts will be fully
complied with by Newco at its cost.
5.6.3 Newco hereby indemnifies and holds Beatrix harmless from and
against all and any claims, losses, damage or expenses of
whatsoever nature and howsoever arising under any of the Beatrix
Contracts which Beatrix may suffer or incur as a result of any
act or omission of Newco in respect of such Beatrix Contract.
5.6.4 Beatrix undertakes to use reasonable commercial endeavours to
procure the consent of all third parties (to the extent such
consents are required) to the
24
Beatrix Contracts to the cession and assignment of such Beatrix
Contracts to Newco, with effect from the Effective Date.
5.6.5 Should any such third party fail or refuse to give its consent as
aforesaid where such consent is a requirement for such cession
and assignment, Beatrix will continue to exercise the rights and
fulfil the obligations under such Beatrix Contract as trustee for
the benefit of Newco and in accordance with Newco's instructions
on the basis that Newco hereby indemnifies Beatrix and holds it
harmless from and against all and any claims, losses, damages or
expenses of whatsoever nature and howsoever arising which Beatrix
may suffer or incur as a consequence.
5.6.6 Should it not be possible for the Parties to implement the
provisions of clause 5.6.5 for any reason, the Parties shall
forthwith meet and in good faith endeavour to agree an
alternative solution which will achieve the same or substantially
the same result.
5.7 IMPLEMENTATION
5.7.1 With effect from the Effective Date -
5.7.1.1 Newco shall be entitled to exercise all common law and
statutory rights in respect of, flowing from or attaching to
the Beatrix Enterprise;
5.7.1.2 liability for compliance with all obligations and for
payment of all monies in terms of or in respect of the
conduct of the Beatrix Enterprise, including, but not
limited to, rates, taxes, levies, imposts and monies in
terms of applicable legislation, shall pass to Newco and
Newco hereby undertakes forthwith on written demand by
Beatrix to refund to Beatrix all such monies disbursed by
Beatrix after the Effective Date or in respect of any period
after the Effective Date;
5.7.1.3 ownership and possession of the Beatrix Enterprise, other
than in respect of the Registrable Assets of Beatrix, shall
pass to Newco;
5.7.1.4 risk in and to and the benefit of the Beatrix Enterprise
shall pass to
25
Newco;
5.7.1.5 Newco shall assume all liability for the Beatrix
Liabilities.
5.7.2 Ownership in and to the Registrable Assets of Beatrix shall pass
to Newco on registration of the necessary transfer documents in
the appropriate deeds registry into the name of Newco.
5.8 EMPLOYEES
5.8.1 Newco undertakes, having regard to the provisions of Section
197(2) of the Labour Relations Act, Act 66 of 1995, to employ,
with effect from the Effective Date and upon terms and conditions
of employment which are the same as those enjoyed by such
employees with Beatrix as at the Effective Date, those of the
Beatrix employees who are employed in the conduct of the Beatrix
Enterprise as at the Effective Date. In this regard, Newco
assumes responsibility for all liabilities arising out of the
employment by Beatrix, prior to the Effective Date, of such
employees as well as of previous employees of Beatrix who were,
during the course of their employment by Beatrix, engaged in the
conduct of the Beatrix Enterprise (collectively "Affected
Employees").
5.8.2 The liability for payment of all amounts of any nature whatsoever
in respect of benefits due to the Affected Employees for past
employment benefits, accumulated leave and the like shall be
assumed by Newco with effect from the Effective Date.
5.8.3 Newco indemnifies and holds Beatrix harmless from and against all
claims of whatsoever nature made against Beatrix and costs
incurred by Beatrix in respect of any liability referred to in
this clause 5.8 in respect of the Affected Employees, including
all costs which may be awarded against Beatrix in respect of any
such demand, claim, action or other legal proceedings. Payment to
Beatrix by Newco shall be on demand.
5.8.4 Beatrix shall notify Newco of any claim which may be made against
Beatrix in respect of any of the matters referred to in clause
5.8.3 within a reasonable time of Beatrix becoming aware thereof,
to enable Newco to take
26
steps to contest such claim.
5.8.5 Newco shall be entitled to contest the claim concerned in the
name of Beatrix and shall be entitled to control the proceedings
in regard thereto, PROVIDED THAT Newco's indemnity in favour of
Beatrix as set out in clause 5.8.3 remains of full force and
effect.
5.8.6 It is recorded that the Beatrix employees derive their retirement
and medical benefits from their individual membership of various
retirement funds and medical schemes, and as membership of such
funds and schemes shall continue on the same terms and
conditions, it is not necessary for Beatrix to provide for the
transfer of any employees to any other fund or scheme. To the
extent necessary, Newco indemnifies and holds Beatrix harmless
from and against any and all claims made by any Affected Employee
in respect of retirement and medical benefits.
5.8.7 It is recorded that Beatrix's net liability in respect of accrued
annual leave, accrued holiday leave allowances, long service
awards, accumulated bonus pay and all other payments that have
accrued to the Affected Employees but have not been paid to such
Affected Employees, will be provided for and reflected in the
Beatrix Accounts.
5.8.8 With effect from the Effective Date, Newco shall -
5.8.8.1 assume liability to the Affected Employees in respect of the
liabilities referred to in clause 5.8.7;
5.8.8.2 be liable for the payment of all severance costs (inclusive
of notice pay) incurred in respect of retrenchments carried
out prior to or after the Effective Date in relation to any
Affected Employee;
5.8.8.3 assume liability in respect of all employee related
liabilities in respect of the dismissal of an Affected
Employee or the commission of an unfair labour practice or
act of unfair discrimination, the cause of action of which
arises prior to or after the Effective Date.
27
5.8.9 Newco hereby indemnifies Beatrix and holds it harmless from and
against any and all claims, losses, damages or expenses of
whatsoever nature and howsoever arising which Beatrix may suffer
or incur as a result of the liabilities referred to in clause
5.8.8.
5.9 SALE VOETSTOOTS
Subject to clause 5.11, the sale of the Beatrix Enterprise pursuant to
this Agreement is and shall be voetstoots and subject to all rights,
obligations, terms and conditions applicable thereto and to existing
conditions of title (whether registered or not).
5.10 INSOLVENCY ACT ADVERTISEMENT
The Parties agree that the sale of the Beatrix Enterprise pursuant to
this Agreement shall not be published as contemplated in Section 34 of
the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇.
5.11 REPRESENTATIONS AND WARRANTIES
Beatrix represents and warrants that as at the date of signature
hereof -
5.11.1 the Beatrix Enterprise is beneficially owned by it;
5.11.2 it is entitled and able to dispose of the Beatrix Enterprise; and
5.11.3 no third party has any existing or future right (including any
option or right of first refusal) to acquire the Beatrix
Enterprise.
Beatrix shall be deemed to have repeated each such representation and
warranty as at the Effective Date.
28
PART D
6. THE DRIEFONTEIN ENTERPRISE
6.1 SALE AND PURCHASE
6.1.1 Driefontein hereby sells to Newco, which hereby purchases from
Driefontein, the Driefontein Enterprise as a going concern with
effect from the Effective Date.
6.1.2 Notwithstanding the date of signature hereof, but subject to the
provisions of clauses 6.5 and 6.7 and the fulfilment of the
Conditions Precedent, ownership, risk in and to and the benefit
of the Driefontein Enterprise shall pass to Newco with effect
from the Effective Date.
6.2 DRIEFONTEIN PURCHASE CONSIDERATION
The purchase consideration payable by Newco to Driefontein in respect
of the Driefontein Enterprise ("the Driefontein Purchase
Consideration") shall be an amount equal to the book value of the
Driefontein Assets (as reflected in the Driefontein Accounts) less the
book value of the Driefontein Liabilities (as reflected in the
Driefontein Accounts). GFL and Driefontein shall procure the
preparation of the Driefontein Accounts and delivery of a copy thereof
to Newco by no later than 10 (ten) Business Days after the Effective
Date.
6.3 SETTLEMENT OF THE DRIEFONTEIN PURCHASE CONSIDERATION
The Driefontein Purchase Consideration shall be settled on the
Effective Date by means of crediting a special Driefontein loan
account against Newco in the name of Driefontein in the books of Newco
in an amount equal to the Driefontein Purchase Consideration, which
loan account shall be subject to the following terms and conditions -
6.3.1 it shall bear interest at the Prescribed Rate with effect from
the Effective Date;
29
6.3.2 the interest shall, unless otherwise agreed between Newco and
Driefontein, be calculated and payable 6 (six) monthly in
arrears;
6.3.3 subject to clause 21, it shall be repayable in whole or in part
from time to time on the giving of not less than 6 (six) months
(or such shorter period as may be agreed between Driefontein and
Newco) written notice by either Driefontein or Newco to the other
of them, PROVIDED THAT in any event such loan account shall
immediately become due and payable on the happening of any of the
following -
6.3.3.1 the granting of an order, whether provisional or final,
placing Newco under liquidation or judicial management;
6.3.3.2 Newco making a compromise offer in general to its creditors.
6.4 DRIEFONTEIN LIABILITIES
6.4.1 Newco shall, with effect from the Effective Date, assume
responsibility and liability for the due and proper discharge of
the Driefontein Liabilities and, accordingly, Newco hereby
indemnifies and holds Driefontein harmless from and against any
and all claims, loss, damage or expenses of whatsoever nature or
howsoever arising which Driefontein may suffer or incur in
respect of the Driefontein Liabilities, irrespective of whether
such liabilities were reflected in the Driefontein Accounts or
not.
6.4.2 In respect of the Driefontein Enterprise and in respect of all of
the properties which are the subject of the Driefontein Mining
and Mineral Rights and Land, Newco shall, with effect from the
Effective Date and notwithstanding the date on which the
liability arose or arises, be responsible and liable for, and for
the costs of, restoration, anti-pollution measures, making safe,
rehabilitation, compliance with the terms of any rehabilitation
plans and/or programmes approved by the Principal Inspector
and/or Director : Mineral Development, both of the Department of
Minerals and Energy, anti-flooding measures, the obtaining of a
closure/clearance certificate in terms of Regulation 2.11 and
Section 12 of the Minerals Act; and generally, compliance with
all regulations made in terms of or in force in terms of the
Minerals Act, the Water Act, the Atmospheric Pollution Prevention
Act, or
30
any other applicable legislation or regulation which may be in
force now or in the future, all as amended or substituted from
time to time, and with all lawful directives of state officials
in terms thereof.
6.4.3 Newco hereby indemnifies and holds Driefontein harmless from and
against (and in respect of itself, waives) any claim for injury,
death, loss, damage, pollution, rehabilitation, restoration,
flooding, anti-flooding measures or de-watering, or costs
relating to any of the foregoing, in any respect whatsoever which
any third party or Newco itself might make against Driefontein
arising directly, indirectly or consequentially (on a sine qua
non test) out of any act or omission relating to the activities
of Newco (or any previous activities of Driefontein) in respect
of the Driefontein Enterprise (including any of the activities
referred to in clause 6.4.2) and undertakes to make good any such
claims which Driefontein might itself have against Newco, on
demand.
6.4.4 Newco shall be obliged, after the Effective Date, to continue to
manage, monitor and control the water seepage quality in respect
of all the areas which are the subject of the Driefontein Mining
and Mineral Rights and Land and Driefontein shall have the right
to request details of Newco's management plans and actions in
regard to any water leakage, including the right to request the
results of all water quality tests. Newco undertakes to comply
with any such request promptly upon receipt thereof.
6.4.5 Newco shall assume all liability and responsibility for all
existing and past prospecting and/or mining operations conducted
by Driefontein on the Driefontein Mining and Mineral Rights and
Land and hence the obligations, indemnity, waiver and undertaking
in clauses 6.4.2 and 6.4.3 shall, mutatis mutandis, apply to all
such prior activities.
6.4.6 The provisions of this clause 6.4 shall enure to the benefit of
Driefontein, its successors-in-title and assigns thereto, and
shall be binding on Newco, and shall accordingly not be merely
personal to Driefontein and to Newco but shall remain binding on
successors-in-title and permitted assigns notwithstanding any
cession and assignment hereof.
6.4.7 It is recorded that Driefontein has contributed funds to the Gold
Fields Environmental Trust Fund ("the Fund") for the
rehabilitation of the
31
Driefontein Enterprise. The amounts contributed by Driefontein to
the Fund shall continue to be held and administered by the Fund,
in accordance with its rules, for the benefit of the Driefontein
Enterprise. Driefontein and Newco shall procure that, with effect
from the Effective Date, all amounts standing to the credit of
Driefontein in respect of the Driefontein Enterprise in the Fund,
shall stand to the credit of Newco in respect of the Driefontein
Enterprise. Should Driefontein receive any amount from the Fund
after the Effective Date, Driefontein shall pay such amount to
Newco. With effect from the Effective Date, Driefontein shall
only act in respect of the Fund in accordance with the
instructions of Newco.
6.5 DELIVERY
6.5.1 Driefontein shall, forthwith after the Effective Date, and
against the crediting of the loan account referred to in clause
6.3, procure the drafting, notarial execution and registration of
notarial deeds of cession of mining and mineral rights and deeds
of transfer in respect of the Registrable Assets of Driefontein
in a format and containing terms acceptable to Newco. Such
notarial deeds of cession shall be bilateral and shall include
all terms, conditions, provisions and ancillary rights and
obligations mentioned or referred to in the present titles and
applicable to the rights being ceded or transferred. Newco
undertakes to do all such acts and sign all such documents as may
be necessary or incidental to complete, execute and register such
documents.
6.5.2 The drafting, execution and registration of the notarial deeds of
cession and of the deeds of transfer referred to in clause 6.5.1
shall be attended to by the notaries public and conveyancers of
Driefontein. Newco shall pay all costs relating to the transfer
of the Registrable Assets of Driefontein into the name of Newco.
6.5.3 On the Effective Date -
6.5.3.1 Driefontein shall deliver the books and records of the
Driefontein Enterprise then in its possession to Newco,
PROVIDED THAT Driefontein and its authorised representatives
shall be entitled to have access to and make copies of such
books and records to the
32
extent reasonably and necessarily required by Driefontein,
inter alia, to enable it to prepare its annual financial
statements;
6.5.3.2 the delivery of all the Driefontein Assets that are capable
of physical delivery shall be deemed to have taken place by
Driefontein constructively delivering them to Newco;
6.5.3.3 the delivery of all tailings forming part of the Driefontein
Assets shall be deemed to be delivered by way of traditio
longa manu;
6.5.3.4 Driefontein shall be deemed to have ceded to Newco, which
shall be deemed to have accepted, all the Driefontein Assets
which are not capable of physical delivery or delivery by
registration;
6.5.3.5 Driefontein shall deliver to Newco such documents, duly
completed, as may be necessary to cede and assign to Newco
all of its rights and obligations to the Driefontein
Contracts and to vest ownership in and to the Driefontein
Assets not otherwise dealt with in this clause 6.5.
6.5.4 Should it not be possible for Driefontein to transfer any or all
of its Registrable Assets ("the Driefontein Affected Assets") to
Newco, in accordance with the provisions of this clause 6.5, as a
result of the New Act or any other applicable legislation
becoming effective after the date of signature hereof, the
Driefontein Affected Assets will be excluded from the ambit of
this Agreement without prejudice to the remaining scope,
provisions and intent.
6.6 THE DRIEFONTEIN CONTRACTS
6.6.1 Driefontein hereby cedes and assigns all of its right, title and
interest and delegates all of its obligations in, to and under
the Driefontein Contracts to Newco, which accepts such cession
and assumes such obligations with effect from the Effective Date.
6.6.2 Newco will ensure that all of the Driefontein Contracts will be
fully complied with by Newco at its cost.
33
6.6.3 Newco hereby indemnifies and holds Driefontein harmless from and
against all and any claims, losses, damage or expenses of
whatsoever nature and howsoever arising under any of the
Driefontein Contracts which Driefontein may suffer or incur as a
result of any act or omission of Newco in respect of such
Driefontein Contract.
6.6.4 Driefontein undertakes to use reasonable commercial endeavours to
procure the consent of all third parties (to the extent such
consents are required) to the Driefontein Contracts to the
cession and assignment of such Driefontein Contracts to Newco,
with effect from the Effective Date.
6.6.5 Should any such third party fail or refuse to give its consent as
aforesaid where such consent is a requirement for such cession
and assignment, Driefontein will continue to exercise the rights
and fulfil the obligations under such Driefontein Contract as
trustee for the benefit of Newco and in accordance with Newco's
instructions on the basis that Newco hereby indemnifies
Driefontein and holds it harmless from and against all and any
claims, losses, damages or expenses of whatsoever nature and
howsoever arising which Driefontein may suffer or incur as a
consequence.
6.6.6 Should it not be possible for the Parties to implement the
provisions of clause 6.6.5 for any reason, the Parties shall
forthwith meet and in good faith endeavour to agree an
alternative solution which will achieve the same or substantially
the same result.
6.7 IMPLEMENTATION
6.7.1 With effect from the Effective Date -
6.7.1.1 Newco shall be entitled to exercise all common law and
statutory rights in respect of, flowing from or attaching to
the Driefontein Enterprise;
6.7.1.2 liability for compliance with all obligations and for
payment of all monies in terms of or in respect of the
conduct of the Driefontein Enterprise, including, but not
limited to, rates, taxes, levies, imposts and monies in
terms of applicable legislation, shall pass to Newco
34
and Newco hereby undertakes forthwith on written demand by
Driefontein to refund to Driefontein all such monies
disbursed by Driefontein after the Effective Date or in
respect of any period after the Effective Date;
6.7.1.3 ownership and possession of the Driefontein Enterprise,
other than in respect of the Registrable Assets of
Driefontein, shall pass to Newco;
6.7.1.4 risk in and to and the benefit of the Driefontein Enterprise
shall pass to Newco;
6.7.1.5 Newco shall assume all liability for the Driefontein
Liabilities.
6.7.2 Ownership in and to the Registrable Assets of Driefontein shall
pass to Newco on registration of the necessary transfer documents
in the appropriate deeds registry into the name of Newco.
6.8 EMPLOYEES
6.8.1 Newco undertakes, having regard to the provisions of Section
197(2) of the Labour Relations Act, Act 66 of 1995, to employ,
with effect from the Effective Date and upon terms and conditions
of employment which are the same as those enjoyed by such
employees with Driefontein as at the Effective Date, those of the
Driefontein employees who are employed in the conduct of the
Driefontein Enterprise as at the Effective Date. In this regard,
Newco assumes responsibility for all liabilities arising out of
the employment by Driefontein, prior to the Effective Date, of
such employees as well as of previous employees of Driefontein
who were, during the course of their employment by Driefontein,
engaged in the conduct of the Driefontein Enterprise
(collectively "Affected Employees").
6.8.2 The liability for payment of all amounts of any nature whatsoever
in respect of benefits due to the Affected Employees for past
employment benefits, accumulated leave and the like shall be
assumed by Newco with effect from the Effective Date.
6.8.3 Newco indemnifies and holds Driefontein harmless from and against
all
35
claims of whatsoever nature made against Driefontein and costs
incurred by Driefontein in respect of any liability referred to
in this clause 6.8 in respect of the Affected Employees,
including all costs which may be awarded against Driefontein in
respect of any such demand, claim, action or other legal
proceedings. Payment to Driefontein by Newco shall be on demand.
6.8.4 Driefontein shall notify Newco of any claim which may be made
against Driefontein in respect of any of the matters referred to
in clause 6.8.3 within a reasonable time of Driefontein becoming
aware thereof, to enable Newco to take steps to contest such
claim.
6.8.5 Newco shall be entitled to contest the claim concerned in the
name of Driefontein and shall be entitled to control the
proceedings in regard thereto, PROVIDED THAT Newco's indemnity in
favour of Driefontein as set out in clause 6.8.3 remains of full
force and effect.
6.8.6 It is recorded that the Driefontein employees derive their
retirement and medical benefits from their individual membership
of various retirement funds and medical schemes, and as
membership of such funds and schemes shall continue on the same
terms and conditions, it is not necessary for Driefontein to
provide for the transfer of any employees to any other fund or
scheme. To the extent necessary, Newco indemnifies and holds
Driefontein harmless from and against any and all claims made by
any Affected Employee in respect of retirement and medical
benefits.
6.8.7 It is recorded that Driefontein's net liability in respect of
accrued annual leave, accrued holiday leave allowances, long
service awards, accumulated bonus pay and all other payments that
have accrued to the Affected Employees but have not been paid to
such Affected Employees, will be provided for and reflected in
the Driefontein Accounts.
6.8.8 With effect from the Effective Date, Newco shall -
6.8.8.1 assume liability to the Affected Employees in respect of the
liabilities referred to in clause 6.8.7;
36
6.8.8.2 be liable for the payment of all severance costs (inclusive
of notice pay) incurred in respect of retrenchments carried
out prior to or after the Effective Date in relation to any
Affected Employee;
6.8.8.3 assume liability in respect of all employee related
liabilities in respect of the dismissal of an Affected
Employee or the commission of an unfair labour practice or
act of unfair discrimination, the cause of action of which
arises prior to or after the Effective Date.
6.8.9 Newco hereby indemnifies Driefontein and holds it harmless from
and against any and all claims, losses, damages or expenses of
whatsoever nature and howsoever arising which Driefontein may
suffer or incur as a result of the liabilities referred to in
clause 6.8.8.
6.9 SALE VOETSTOOTS
Subject to clause 6.11, the sale of the Driefontein Enterprise
pursuant to this Agreement is and shall be voetstoots and subject to
all rights, obligations, terms and conditions applicable thereto and
to existing conditions of title (whether registered or not).
6.10 INSOLVENCY ACT ADVERTISEMENT
The Parties agree that the sale of the Driefontein Enterprise pursuant
to this Agreement shall not be published as contemplated in Section 34
of the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇.
6.11 REPRESENTATIONS AND WARRANTIES
Driefontein represents and warrants that as at the date of signature
hereof -
6.11.1 the Driefontein Enterprise is beneficially owned by it;
6.11.2 it is entitled and able to dispose of the Driefontein Enterprise;
and
6.11.3 no third party has any existing or future right (including any
option or right of first refusal) to acquire the Driefontein
Enterprise.
37
Driefontein shall be deemed to have repeated each such
representation and warranty as at the Effective Date.
PART E
7. THE KLOOF ENTERPRISE
7.1 SALE AND PURCHASE
7.1.1 Kloof hereby sells to Newco, which hereby purchases from Kloof,
the Kloof Enterprise as a going concern with effect from the
Effective Date.
7.1.2 Notwithstanding the date of signature hereof, but subject to the
provisions of clauses 7.5 and 7.7 and the fulfilment of the
Conditions Precedent, ownership, risk in and to and the benefit
of the Kloof Enterprise shall pass to Newco with effect from the
Effective Date.
7.2 KLOOF PURCHASE CONSIDERATION
The purchase consideration payable by Newco to Kloof in respect of the
Kloof Enterprise ("the Kloof Purchase Consideration") shall be an
amount equal to the book values of the Kloof Assets (as reflected in
the Kloof Accounts) less the book value of the Kloof Liabilities (as
reflected in the Kloof Accounts). GFL and Kloof shall procure the
preparation of the Kloof Accounts and delivery of a copy thereof to
Newco by no later than 10 (ten) Business Days after the Effective
Date.
7.3 SETTLEMENT OF THE KLOOF PURCHASE CONSIDERATION
The Kloof Purchase Consideration shall be settled on the Effective
Date by means of crediting a special Kloof loan account against Newco
in the name of Kloof in the books of Newco in an amount equal to the
Kloof Purchase Consideration, which loan account shall be subject to
the following terms and conditions -
7.3.1 it shall bear interest at the Prescribed Rate with effect from
the Effective Date;
38
7.3.2 the interest shall, unless otherwise agreed between Newco and
Kloof, be calculated and payable 6 (six) monthly in arrears;
7.3.3 subject to clause 21, it shall be repayable in whole or in part
from time to time on the giving of not less than 6 (six) months
(or such shorter period as may be agreed between Kloof and Newco)
written notice by either Kloof or Newco to the other of them,
PROVIDED THAT in any event such loan account shall immediately
become due and payable on the happening of any of the following -
7.3.3.1 the granting of an order, whether provisional or final,
placing Newco under liquidation or judicial management;
7.3.3.2 Newco making a compromise offer in general to its creditors.
7.4 KLOOF LIABILITIES
7.4.1 Newco shall, with effect from the Effective Date, assume
responsibility and liability for the due and proper discharge of
the Kloof Liabilities and, accordingly, Newco hereby indemnifies
and holds Kloof harmless from and against any and all claims,
loss, damage or expenses of whatsoever nature or howsoever
arising which Kloof may suffer or incur in respect of the Kloof
Liabilities, irrespective of whether such liabilities were
reflected in the Kloof Accounts or not.
7.4.2 In respect of the Kloof Enterprise and in respect of all of the
properties which are the subject of the Kloof Mining and Mineral
Rights and Land, Newco shall, with effect from the Effective Date
and notwithstanding the date on which the liability arose or
arises, be responsible and liable for, and for the costs of,
restoration, anti-pollution measures, making safe,
rehabilitation, compliance with the terms of any rehabilitation
plans and/or programmes approved by the Principal Inspector
and/or Director : Mineral Development, both of the Department of
Minerals and Energy, anti-flooding measures, the obtaining of a
closure/clearance certificate in terms of Regulation 2.11 and
Section 12 of the Minerals Act; and generally, compliance with
all regulations made in terms of or in force in terms of the
Minerals Act, the Water Act, the Atmospheric Pollution Prevention
Act, or any other applicable
39
legislation or regulation which may be in force now or in the
future, all as amended or substituted from time to time, and with
all lawful directives of state officials in terms thereof.
7.4.3 Newco hereby indemnifies and holds Kloof harmless from and
against (and in respect of itself, waives) any claim for injury,
death, loss, damage, pollution, rehabilitation, restoration,
flooding, anti-flooding measures or de-watering, or costs
relating to any of the foregoing, in any respect whatsoever which
any third party or Newco itself might make against Kloof arising
directly, indirectly or consequentially (on a sine qua non test)
out of any act or omission relating to the activities of Newco
(or any previous activities of Kloof) in respect of the Kloof
Enterprise (including any of the activities referred to in clause
7.4.2) and undertakes to make good any such claims which Kloof
might itself have against Newco, on demand.
7.4.4 Newco shall be obliged, after the Effective Date, to continue to
manage, monitor and control the water seepage quality in respect
of all the areas which are the subject of the Kloof Mining and
Mineral Rights and Land and Kloof shall have the right to request
details of Newco's management plans and actions in regard to any
water leakage, including the right to request the results of all
water quality tests. Newco undertakes to comply with any such
request promptly upon receipt thereof.
7.4.5 Newco shall assume all liability and responsibility for all
existing and past prospecting and/or mining operations conducted
by Kloof on the Kloof Mining and Mineral Rights and Land and
hence the obligations, indemnity, waiver and undertaking in
clauses 7.4.2 and 7.4.3 shall, mutatis mutandis, apply to all
such prior activities.
7.4.6 The provisions of this clause 7.4 shall enure to the benefit of
Kloof, its successors-in-title and assigns thereto, and shall be
binding on Newco, and shall accordingly not be merely personal to
Kloof and to Newco but shall remain binding on
successors-in-title and permitted assigns notwithstanding any
cession and assignment hereof.
7.4.7 It is recorded that Kloof has contributed funds to the Gold
Fields Environmental Trust Fund ("the Fund") for the
rehabilitation of the Kloof
40
Enterprise. The amounts contributed by Kloof to the Fund shall
continue to be held and administered by the Fund, in accordance
with its rules, for the benefit of the Kloof Enterprise. Kloof
and Newco shall procure that, with effect from the Effective
Date, all amounts standing to the credit of Kloof in respect of
the Kloof Enterprise in the Fund, shall stand to the credit of
Newco in respect of the Kloof Enterprise. Should Kloof receive
any amount from the Fund after the Effective Date, Kloof shall
pay such amount to Newco. With effect from the Effective Date,
Kloof shall only act in respect of the Fund in accordance with
the instructions of Newco.
7.5 DELIVERY
7.5.1 Kloof shall, forthwith after the Effective Date, and against the
crediting of the loan account referred to in clause 7.3, procure
the drafting, notarial execution and registration of notarial
deeds of cession of mining and mineral rights and deeds of
transfer in respect of the Registrable Assets of Kloof in a
format and containing terms acceptable to Newco. Such notarial
deeds of cession shall be bilateral and shall include all terms,
conditions, provisions and ancillary rights and obligations
mentioned or referred to in the present titles and applicable to
the rights being ceded or transferred. Newco undertakes to do all
such acts and sign all such documents as may be necessary or
incidental to complete, execute and register such documents.
7.5.2 The drafting, execution and registration of the notarial deeds of
cession and of the deeds of transfer referred to in clause 7.5.1
shall be attended to by the notaries public and conveyancers of
Kloof. Newco shall pay all costs relating to the transfer of the
Registrable Assets of Kloof into the name of Newco.
7.5.3 On the Effective Date -
7.5.3.1 Kloof shall deliver the books and records of the Kloof
Enterprise then in its possession to Newco, PROVIDED THAT
Kloof and its authorised representatives shall be entitled
to have access to and make copies of such books and records
to the extent reasonably and necessarily required by Kloof,
inter alia, to enable it to prepare its annual financial
statements;
41
7.5.3.2 the delivery of all of the Kloof Assets that are capable of
physical delivery shall be deemed to have taken place by
Kloof constructively delivering them to Newco;
7.5.3.3 the delivery of all tailings forming part of the Kloof
Assets shall be deemed to be delivered by way of traditio
longa manu;
7.5.3.4 Kloof shall be deemed to have ceded to Newco, which shall be
deemed to have accepted, all the Kloof Assets which are not
capable of physical delivery or delivery by registration;
7.5.3.5 Kloof shall deliver to Newco such documents, duly completed,
as may be necessary to cede and assign to Newco all of its
rights and obligations to the Kloof Contracts and to vest
ownership in and to the Kloof Assets not otherwise dealt
with in this clause 7.5.
7.5.4 Should it not be possible for Kloof to transfer any or all of its
Registrable Assets ("the Kloof Affected Assets") to Newco, in
accordance with the provisions of this clause 7.5, as a result of
the New Act or any other applicable legislation becoming
effective after the date of signature hereof, the Kloof Affected
Assets will be excluded from the ambit of this Agreement without
prejudice to the remaining scope, provisions and intent.
7.6 THE KLOOF CONTRACTS
7.6.1 Kloof hereby cedes and assigns all of its right, title and
interest and delegates all of its obligations in, to and under
the Kloof Contracts to Newco, which accepts such cession and
assumes such obligations with effect from the Effective Date.
7.6.2 Newco will ensure that all of the Kloof Contracts will be fully
complied with by Newco at its cost.
7.6.3 Newco hereby indemnifies and holds Kloof harmless from and
against all and any claims, losses, damage or expenses of
whatsoever nature and howsoever arising under any of the Kloof
Contracts which Kloof may suffer or incur as a result of any act
or omission of Newco in respect of such Kloof
42
Contract.
7.6.4 Kloof undertakes to use reasonable commercial endeavours to
procure the consent of all third parties (to the extent such
consents are required) to the Kloof Contracts to the cession and
assignment of such Kloof Contracts to Newco, with effect from the
Effective Date.
7.6.5 Should any such third party fail or refuse to give its consent as
aforesaid where such consent is a requirement for such cession
and assignment, Kloof will continue to exercise the rights and
fulfil the obligations under such Kloof Contract as trustee for
the benefit of Newco and in accordance with Newco's instructions
on the basis that Newco hereby indemnifies Kloof and holds it
harmless from and against all and any claims, losses, damages or
expenses of whatsoever nature and howsoever arising which Kloof
may suffer or incur as a consequence.
7.6.6 Should it not be possible for the Parties to implement the
provisions of clause 7.6.5 for any reason, the Parties shall
forthwith meet and in good faith endeavour to agree an
alternative solution which will achieve the same or substantially
the same result.
7.7 IMPLEMENTATION
7.7.1 With effect from the Effective Date -
7.7.1.1 Newco shall be entitled to exercise all common law and
statutory rights in respect of, flowing from or attaching to
the Kloof Enterprise;
7.7.1.2 liability for compliance with all obligations and for
payment of all monies in terms of or in respect of the
conduct of the Kloof Enterprise, including, but not limited
to, rates, taxes, levies, imposts and monies in terms of
applicable legislation, shall pass to Newco and Newco hereby
undertakes forthwith on written demand by Kloof to refund to
Kloof all such monies disbursed by Kloof after the Effective
Date or in respect of any period after the Effective Date;
7.7.1.3 ownership and possession of the Kloof Enterprise, other than
in
43
respect of the Registrable Assets of Kloof, shall pass to
Newco;
7.7.1.4 risk in and to and the benefit of the Kloof Enterprise shall
pass to Newco;
7.7.1.5 Newco shall assume all liability for the Kloof Liabilities.
7.7.2 Ownership in and to the Registrable Assets of Kloof shall pass to
Newco on registration of the necessary transfer documents in the
appropriate deeds registry into the name of Newco.
7.8 EMPLOYEES
7.8.1 Newco undertakes, having regard to the provisions of Section
197(2) of the Labour Relations Act, Act 66 of 1995, to employ,
with effect from the Effective Date and upon terms and conditions
of employment which are the same as those enjoyed by such
employees with Kloof as at the Effective Date, those of the Kloof
employees who are employed in the conduct of the Kloof Enterprise
as at the Effective Date. In this regard, Newco assumes
responsibility for all liabilities arising out of the employment
by Kloof, prior to the Effective Date, of such employees as well
as of previous employees of Kloof who were, during the course of
their employment by Kloof, engaged in the conduct of the Kloof
Enterprise (collectively "Affected Employees").
7.8.2 The liability for payment of all amounts of any nature whatsoever
in respect of benefits due to the Affected Employees for past
employment benefits, accumulated leave and the like shall be
assumed by Newco with effect from the Effective Date.
7.8.3 Newco indemnifies and holds Kloof harmless from and against all
claims of whatsoever nature made against Kloof and costs incurred
by Kloof in respect of any liability referred to in this clause
7.8 in respect of the Affected Employees, including all costs
which may be awarded against Kloof in respect of any such demand,
claim, action or other legal proceedings. Payment to Kloof by
Newco shall be on demand.
7.8.4 Kloof shall notify Newco of any claim which may be made against
Kloof in
44
respect of any of the matters referred to in clause 7.8.3 within
a reasonable time of Kloof becoming aware thereof, to enable
Newco to take steps to contest such claim.
7.8.5 Newco shall be entitled to contest the claim concerned in the
name of Kloof and shall be entitled to control the proceedings in
regard thereto, PROVIDED THAT Newco's indemnity in favour of
Kloof as set out in clause 7.8.3 remains of full force and
effect.
7.8.6 It is recorded that the Kloof employees derive their retirement
and medical benefits from their individual membership of various
retirement funds and medical schemes, and as membership of such
funds and schemes shall continue on the same terms and
conditions, it is not necessary for Kloof to provide for the
transfer of any employees to any other fund or scheme. To the
extent necessary, Newco indemnifies and holds Kloof harmless from
and against any and all claims made by any Affected Employee in
respect of retirement and medical benefits.
7.8.7 It is recorded that Kloof's net liability in respect of accrued
annual leave, accrued holiday leave allowances, long service
awards, accumulated bonus pay and all other payments that have
accrued to the Affected Employees but have not been paid to such
Affected Employees, will be provided for and reflected in the
Kloof Accounts.
7.8.8 With effect from the Effective Date, Newco shall -
7.8.8.1 assume liability to the Affected Employees in respect of the
liabilities referred to in clause 7.8.7;
7.8.8.2 be liable for the payment of all severance costs (inclusive
of notice pay) incurred in respect of retrenchments carried
out prior to or after the Effective Date in relation to any
Affected Employee;
7.8.8.3 assume liability in respect of all employee related
liabilities in respect of the dismissal of an Affected
Employee or the commission of an unfair labour practice or
act of unfair discrimination, the cause of action of which
arises prior to or after the Effective Date.
45
7.8.9 Newco hereby indemnifies Driefontein and holds it harmless from
and against any and all claims, losses, damages or expenses of
whatsoever nature and howsoever arising which Driefontein may
suffer or incur as a result of the liabilities referred to in
clause 7.8.8.
7.9 SALE VOETSTOOTS
Subject to clause 7.11 the sale of the Kloof Enterprise pursuant to
this Agreement is and shall be voetstoots and subject to all rights,
obligations, terms and conditions applicable thereto and to existing
conditions of title (whether registered or not).
7.10 INSOLVENCY ACT ADVERTISEMENT
The Parties agree that the sale of the Kloof Enterprise pursuant to
this Agreement shall not be published as contemplated in Section 34 of
the Insolvency Act, 1936.
7.11 REPRESENTATIONS AND WARRANTIES
Kloof represents and warrants that as at the date of signature hereof-
7.11.1 the Kloof Enterprise is beneficially owned by it;
7.11.2 it is entitled and able to dispose of the Kloof Enterprise; and
7.11.3 no third party has any existing or future right (including any
option or right of first refusal) to acquire the Kloof
Enterprise.
Kloof shall be deemed to have repeated each such representation and
warranty as at the Effective Date.
46
PART F
8.1 SALE AND PURCHASE OF THE CONTIGUOUS RIGHTS
8.1.1 It is recorded that the Driefontein Contiguous Rights and the
Kloof Contiguous Rights are owned by GFLMS. GFLMS has granted -
8.1.1.1 Driefontein the right to include the Driefontein Contiguous
Rights into its mining authorisation, which mining
authorisation currently includes such rights; and
8.1.1.2 Kloof the right to include the Kloof Contiguous Rights into
its mining authorisation, which mining authorisation
currently includes such rights.
8.1.2 GFLMS hereby sells to Newco, which hereby purchases from GFLMS,
the Contiguous Rights with effect from the Effective Date.
8.1.3 Notwithstanding the date of signature hereof, but subject to the
provisions of clauses 8.4 and 8.5 and the fulfilment of the
Conditions Precedent, ownership, risk in and to and the benefit
of the Contiguous Rights shall pass to Newco with effect from the
Effective Date.
8.2 CONTIGUOUS PURCHASE CONSIDERATION
The purchase consideration payable by Newco to GFLMS in respect of the
Contiguous Rights shall be an amount of R19 559 485,00 (nineteen
million five hundred and fifty nine thousand four hundred and eighty
five rand), which amount includes VAT, being the market value of the
Contiguous Rights ("the Contiguous Purchase Consideration").
8.3 SETTLEMENT OF THE CONTIGUOUS PURCHASE CONSIDERATION
The Contiguous Purchase Consideration shall be settled on the
Effective Date by means of crediting a special GFLMS loan account
against Newco in the name of GFLMS in the books of Newco in an amount
equal to the Contiguous Purchase Consideration, which loan account
shall be subject to the following terms and
47
conditions -
8.3.1 it shall bear interest at the Prescribed Rate with effect from
the Effective Date;
8.3.2 the interest shall, unless otherwise agreed between Newco and
GFLMS, be calculated and payable 6 (six) monthly in arrears;
8.3.3 subject to clause 21, it shall be repayable in whole or in part
from time to time on the giving of not less than 6 (six) months
(or such shorter period as may be agreed between GFLMS and Newco)
written notice by either GFLMS or Newco to the other of them,
PROVIDED THAT in any event such loan account shall immediately
become due and payable on the happening of any of the following -
8.3.3.1 the granting of an order, whether provisional or final,
placing Newco under liquidation or judicial management;
8.3.3.2 Newco making a compromise offer in general to its creditors.
8.4 DELIVERY
8.4.1 GFLMS shall, forthwith after the Effective Date, and against the
crediting of the loan account referred to in clause 8.3, procure
the drafting, notarial execution and registration of notarial
deeds of cession of mining and mineral rights and deeds of
transfer in respect of the Contiguous Rights in a format and
containing terms acceptable to Newco. Such notarial deeds of
cession shall be bilateral and shall include all terms,
conditions, provisions and ancillary rights and obligations
mentioned or referred to in the present titles and applicable to
the rights being ceded or transferred. Newco undertakes to do all
such acts and sign all such documents as may be necessary or
incidental to complete, execute and register such documents.
8.4.2 The drafting, execution and registration of the notarial deeds of
cession and of the deeds of transfer referred to in clause 8.4.1
shall be attended to by the notaries public and conveyancers of
GFLMS. Newco shall pay all costs relating to the transfer of the
Contiguous Rights into the name of Newco.
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8.4.3 Should it not be possible for GFLMS to transfer any or all of
Contiguous Rights ("the GFLMS Affected Assets") to Newco, in
accordance with the provisions of this clause 8.4, as a result of
the New Act or any other applicable legislation becoming
effective after the date of signature hereof, the GFLMS Affected
Assets will be excluded from the ambit of this Agreement without
prejudice to the remaining scope, provisions and intent.
8.5 IMPLEMENTATION
8.5.1 With effect from the Effective Date -
8.5.1.1 Newco shall be entitled to exercise all common law and
statutory rights in respect of, flowing from or attaching to
the Contiguous Rights;
8.5.1.2 liability for compliance with all obligations and for
payment of all monies in terms of or in respect of the
conduct of the Contiguous Rights, including, but not limited
to, rates, taxes, levies, imposts and monies in terms of
applicable legislation, shall pass to Newco and Newco hereby
undertakes forthwith on written demand by GFLMS to refund to
GFLMS all such monies disbursed by GFLMS after the Effective
Date or in respect of any period after the Effective Date;
8.5.1.3 risk in and to and the benefit of the Contiguous Rights
shall pass to Newco.
8.5.2 Ownership in and to the Contiguous Rights shall pass to Newco on
registration of the necessary transfer documents in the
appropriate deeds registry into the name of Newco.
8.6 SALE VOETSTOOTS
Subject to clause 8.7, the sale of the Contiguous Rights pursuant to
this Agreement is and shall be voetstoots and subject to all rights,
obligations, terms and conditions applicable thereto and to existing
conditions of title (whether registered or not).
49
8.7 REPRESENTATIONS AND WARRANTIES
GFLMS represents and warrants that as at the date of signature hereof-
8.7.1 the Contiguous Rights are beneficially owned by it;
8.7.2 it is entitled and able to dispose of the Contiguous Rights; and
8.7.3 no third party has any existing or future right (including any
option or right of first refusal) to acquire the Contiguous
Rights.
GFLMS shall be deemed to have repeated each such representation and
warranty as at the Effective Date.
PART G
ANCILLARY ASSETS
9.1. GFLMS ANCILLARY ASSETS
SA SERVICE DIVISION
9.1.1 SALE AND PURCHASE
9.1.1.1 GFLMS hereby sells to Newco, which hereby purchases from
GFLMS, the SA Service Division as a going concern with effect
from the Effective Date.
9.1.1.2 Notwithstanding the date of signature hereof, but subject to
the provisions of clauses 9.1.5 and 9.1.6 and the fulfilment
of the Conditions Precedent, ownership, risk in and to and
the benefit of the SA Service Division shall pass to Newco
with effect from the Effective Date.
9.1.2 SA SERVICE DIVISION PURCHASE CONSIDERATION
The purchase consideration payable by Newco to GFLMS in respect
of the SA Service Division ("the SA Service Division Purchase
Consideration") shall be an amount equal to the book values of
the SA Service Division Assets (as reflected in
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GFLMS Accounts) less the book value of the SA Service Division
Liabilities (as reflected in GFLMS Accounts). GFL and GFLMS shall
procure the preparation of GFLMS Accounts and delivery of a copy
thereof to Newco by no later than 10 (ten) Business Days after
the Effective Date.
9.1.3 SA SERVICE DIVISION PURCHASE CONSIDERATION
The SA Service Division Purchase Consideration shall be settled
on the Effective Date by means of crediting a special GFLMS loan
account against Newco in the name of GFLMS in the books of Newco
in an amount equal to the SA Service Division Purchase
Consideration, which loan account shall be subject to the
following terms and conditions -
9.1.3.1 it shall bear interest at the Prescribed Rate with effect
from the Effective Date;
9.1.3.2 the interest shall, unless otherwise agreed between Newco
and GFLMS, be calculated and payable 6 (six) monthly in
arrears;
9.1.3.3 subject to clause 21, it shall be repayable in whole or in
part from time to time on the giving of not less than 6
(six) months (or such shorter period as may be agreed
between GFLMS and Newco) written notice by either GFLMS or
Newco to the other of them, PROVIDED THAT in any event such
loan account shall immediately become due and payable on the
happening of any of the following -
9.1.3.3.1 the granting of an order, whether provisional or final,
placing Newco under liquidation or judicial management;
9.1.3.3.2 Newco making a compromise offer in general to its
creditors.
9.1.4 SA SERVICE DIVISION LIABILITIES
9.1.4.1 Newco shall, with effect from the Effective Date, assume
responsibility and liability for the due and proper
discharge of the SA Service Division Liabilities and,
accordingly, Newco hereby indemnifies and holds GFLMS
harmless from and against any and all claims, loss, damage
or expenses of
51
whatsoever nature or howsoever arising which GFLMS may
suffer or incur in respect of the SA Service Division
Liabilities, irrespective of whether such liabilities were
reflected in GFLMS Accounts or not.
9.1.4.2 The provisions of this clause 9.1.4 shall enure to the
benefit of GFLMS and its successors-in-title and assigns
thereto, and shall be binding on Newco, and shall
accordingly not be merely personal to GFLMS and Newco but
shall remain binding on successors-in-title and assigns
notwithstanding any cession and assignment hereof.
9.1.5 DELIVERY
On the Effective Date -
9.1.5.1 GFLMS shall deliver the books and records of the SA Service
Division then in its possession to Newco, PROVIDED THAT
GFLMS and its authorised representatives shall be entitled
to have access to and make copies of such books and records
to the extent reasonably and necessarily required by GFLMS,
inter alia, to enable it to prepare its annual financial
statements;
9.1.5.2 the delivery of all of the SA Service Division Assets which
are capable of physical delivery shall be deemed to have
taken place by GFLMS constructively delivering them to
Newco;
9.1.5.3 GFLMS shall be deemed to have ceded to Newco, which shall be
deemed to have accepted, all the SA Service Division Assets
which are not capable of physical delivery or delivery by
registration;
9.1.5.4 GFLMS shall deliver to Newco such documents, duly
completed, as may be necessary to cede and assign to
Newco all of its rights and obligations to vest
ownership in and to the SA Service Division Assets
not otherwise dealt with in this clause 9.1.5.
9.1.6 IMPLEMENTATION
With effect from the Effective Date -
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9.1.6.1 Newco shall be entitled to exercise all common law and
statutory rights in respect of, flowing from or attaching to
the SA Service Division;
9.1.6.2 liability for compliance with all obligations and for
payment of all monies in terms of or in respect of the
conduct of the SA Service Division shall pass to Newco and
Newco hereby undertakes forthwith on written demand by GFLMS
to refund to GFLMS all such monies disbursed by GFLMS after
the Effective Date or in respect of any period after the
Effective Date;
9.1.6.3 ownership and possession of the SA Service Division shall
pass to Newco;
9.1.6.4 risk in and to and the benefit of the SA Service Division
shall pass to Newco;
9.1.6.5 Newco shall assume all liability for the SA Service Division
Liabilities.
9.1.7 SA SERVICE DIVISION EMPLOYEES
9.1.7.1 Newco undertakes, having regard to the provisions of Section
197(2) of the Labour Relations Act, Act 66 of 1995, to
employ, with effect from the Effective Date and upon terms
and conditions of employment which are the same as those
enjoyed by such employees with GFLMS as at the Effective
Date, the SA Service Division Employees who are employed as
at the Effective Date. In this regard, Newco assumes
responsibility for all liabilities arising out of the
employment by GFLMS, prior to the Effective Date, of such
employees as well as of previous SA Service Division
Employees (collectively "Affected Employees").
9.1.7.2 The liability for payment of all amounts of any nature
whatsoever in respect of benefits due to the Affected
Employees for past employment benefits, accumulated leave
and the like shall be assumed by Newco with effect from the
Effective Date.
9.1.7.3 Newco indemnifies and holds GFLMS harmless from and against
all claims of whatsoever nature made against GFLMS and costs
incurred by GFLMS in respect of any liability referred to in
this clause 9.1.7 in respect of the Affected Employees,
including all costs which may be awarded against GFLMS in
respect of any such demand, claim, action or other legal
53
proceedings. Payment to GFLMS by Newco shall be on demand.
9.1.7.4 GFLMS shall notify Newco of any claim which may be made
against GFLMS in respect of any of the matters referred to
in clause 9.1.7.3 within a reasonable time of GFLMS becoming
aware thereof, to enable Newco to take steps to contest such
claim.
9.1.7.5 Newco shall be entitled to contest the claim concerned in
the name of GFLMS and shall be entitled to control the
proceedings in regard thereto, PROVIDED THAT Newco's
indemnity in favour of GFLMS as set out in clause 9.1.7.3
remains of full force and effect.
9.1.7.6 It is recorded that GFLMS employees derive their retirement
and medical benefits from their individual membership of
various retirement funds and medical schemes, and as
membership of such funds and schemes shall continue on the
same terms and conditions, it is not necessary for GFLMS to
provide for the transfer of any employees to any other fund
or scheme. To the extent necessary, Newco indemnifies and
holds GFLMS harmless from and against any and all claims
made by any Affected Employee in respect of retirement and
medical benefits.
9.1.7.7 It is recorded that GFLMS's net liability in respect of
accrued annual leave, accrued holiday leave allowances, long
service awards, accumulated bonus pay and all other payments
that have accrued to the Affected Employees but have not
been paid to such Affected Employees, will be provided for
and reflected in the GFLMS Accounts.
9.1.7.8 With effect from the Effective Date, Newco shall -
9.1.7.8.1 assume liability to the Affected Employees in respect
of the liabilities referred to in clause 9.1.7.7;
9.1.7.8.2 be liable for the payment of all severance costs
(inclusive of notice pay) incurred in respect of
retrenchments carried out prior to or after the
Effective Date in relation to any Affected Employee;
54
9.1.7.8.3 assume liability in respect of all employee related
liabilities in respect of the dismissal of an Affected
Employee or the commission of an unfair labour practice
or act of unfair discrimination, the cause of action of
which arises prior to or after the Effective Date.
9.1.7.9 Newco hereby indemnifies GFLMS and holds it harmless from
and against any and all claims, losses, damages or expenses
of whatsoever nature and howsoever arising which GFLMS may
suffer or incur as a result of the liabilities referred to
in clause 9.1.7.8.
9.1.8 SALE VOETSTOOTS
Subject to clause 9.1.10, the sale of the SA Service Division
pursuant to this Agreement is and shall be voetstoots and subject
to all rights, obligations, terms and conditions applicable
thereto and to existing conditions of title (whether registered
or not).
9.1.9 INSOLVENCY ACT ADVERTISEMENT
The Parties agree that the sale of the SA Service Division
pursuant to this Agreement shall not be published as contemplated
in Section 34 of the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇.
9.1.10 REPRESENTATIONS AND WARRANTIES
GFLMS represents and warrants that as at the date of signature
hereof -
9.1.10.1 the SA Service Division is beneficially owned by it;
9.1.10.2 it is entitled and able to dispose of the SA Service
Division; and
9.1.10.3 no third party has any existing or future right (including
any option or right of first refusal) to acquire the SA
Service Division.
GFLMS shall be deemed to have repeated each such representation
and warranty as at the Effective Date.
55
SHARED SERVICES
9.2.1 SALE AND CESSION
As one indivisible transaction -
9.2.1.1 GFLMS hereby sells to Newco, which hereby purchases from
GFLMS, the Shared Services Shares; and
9.2.1.2 GFLMS hereby cedes to Newco, which hereby accepts such
cession from GFLMS, all of its right, title and interest in
and to the Shared Services Loans;
with effect from the Effective Date, subject to the terms and
conditions set out in this Agreement.
9.2.2 CONSIDERATION AND SETTLEMENT
9.2.2.1 The consideration payable by Newco to GFLMS in respect of
the Shared Services Shares and the Shared Services Loans
shall be an amount equal to the book value of the Shared
Services Shares and the Shared Services Loans as reflected
in the GFLMS Accounts ("the Shared Services Ancillary
Consideration"). The Shared Services Ancillary Consideration
shall be allocated as follows -
9.2.2.1.1 in respect of the Shared Services Loans, an amount
equal to the face value thereof as reflected in the
GFLMS Accounts; and
9.2.2.1.2 in respect of the Shared Services Shares, an amount
equal to the balance of the Shared Services Ancillary
Consideration.
9.2.2.2 The Shared Services Ancillary Consideration shall be settled
on the Effective Date by means of crediting a special GFLMS
loan account against Newco in an amount equal to the Shared
Services Ancillary Consideration, which loan account shall
be subject to the following terms and conditions -
9.2.2.2.1 it shall bear interest at the Prescribed Rate with
effect from the Effective Date;
56
9.2.2.2.2 the interest shall, unless otherwise agreed between
Newco and GFLMS, be calculated and payable 6 (six)
monthly in arrears;
9.2.2.2.3 subject to clause 21, it shall be repayable in whole or
in part from time to time on the giving of not less
than 6 (six) months (or such shorter period as may be
agreed between GFLMS and Newco) written notice by
either GFLMS or Newco to the other of them, PROVIDED
THAT in any event such loan account shall immediately
become due and payable on the happening of any of the
following -
9.2.2.2.3.1 the granting of an order, whether provisional or
final, placing Newco under liquidation or judicial
management;
9.2.2.2.3.2 Newco making a compromise offer in general to its
creditors.
9.2.2.3 GFL and GFLMS shall procure the preparation of the GFLMS
Accounts and delivery of a copy thereof to Newco by no later
than 10 (ten) Business Days after the Effective Date.
9.2.3 CLOSING
9.2.3.1 On the Effective Date, GFLMS shall deliver to Newco, against
compliance by Newco of its obligations in terms of clause
9.2.2, the share certificates in respect of the Shared
Services Shares together with transfer forms in respect
thereof duly completed and signed by GFLMS in accordance
with the articles of association of Shared Services, but
blank as to transferee.
9.2.3.2 Notwithstanding the date of signature hereof, but subject to
the fulfilment of the Conditions Precedent, ownership, risk
in and to and the benefit of the Shared Services Shares and
the Shared Services Loans shall pass to Newco with effect
from the Effective Date.
9.2.4 REPRESENTATIONS AND WARRANTIES
GFLMS represents and warrants that as at the date of signature
hereof, the Shared Services Shares and the Shared Services Loans
are beneficially owned by it, that no third party has any
existing or future right (including any option or right of first
57
refusal) to acquire any of them and that it is entitled and able
to dispose of them. GFLMS shall be deemed to have repeated each
such representation and warranty as at the Effective Date.
9.2.5 INDEMNITY
Newco shall, with effect from the Effective Date, indemnify and
hold GFLMS and each of its Affiliates and its and their
respective directors, employees and officers harmless from and
against any and all claims, losses, damages or expenses of
whatsoever nature or howsoever arising which GFLMS or any one of
its Affiliates or its or their respective directors, employees or
officers may suffer or incur as a result of any act or omission
of Shared Services before or after the Effective Date.
GOLDEN PRODUCE
9.3.1 SALE AND CESSION
As one indivisible transaction -
9.3.1.1 GFLMS hereby sells to Newco, which hereby purchases from
GFLMS, the Golden Produce Shares; and
9.3.1.2 GFLMS hereby cedes to Newco, which hereby accepts such
cession from GFLMS, all of its right, title and interest in
and to the Golden Produce Loans;
with effect from the Effective Date, subject to the terms and
conditions set out in this Agreement.
9.3.2 CONSIDERATION AND SETTLEMENT
9.3.2.1 The consideration payable by Newco to GFLMS in respect of
the Golden Produce Shares and the Golden Produce Loans shall
be an amount equal to the book value of the Golden Produce
Shares and the Golden Produce Loans as reflected in the
GFLMS Accounts ("the Golden Produce Ancillary
Consideration"). The Golden Produce Ancillary Consideration
shall be allocated as follows -
58
9.3.2.1.1 in respect of the Golden Produce Loans, an amount equal
to the face value thereof as reflected in the GFLMS
Accounts; and
9.3.2.1.2 in respect of the Golden Produce Shares, an amount
equal to the balance of the Golden Produce Ancillary
Consideration.
9.3.2.2 The Golden Produce Ancillary Consideration shall be settled
on the Effective Date by means of crediting a special GFLMS
loan account against Newco in an amount equal to the Golden
Produce Ancillary Consideration, which loan account shall be
subject to the following terms and conditions -
9.3.2.2.1 it shall bear interest at the Prescribed Rate with
effect from the Effective Date;
9.3.2.2.2 the interest shall, unless otherwise agreed between
Newco and GFLMS, be calculated and payable 6 (six)
monthly in arrears;
9.3.2.2.3 subject to clause 21, it shall be repayable in whole or
in part from time to time on the giving of not less
than 6 (six) months (or such shorter period as may be
agreed between GFLMS and Newco) written notice by
either GFLMS or Newco to the other of them, PROVIDED
THAT in any event such loan account shall immediately
become due and payable on the happening of any of the
following -
9.3.2.2.3.1 the granting of an order, whether provisional or
final, placing Newco under liquidation or judicial
management;
9.3.2.2.3.2 Newco making a compromise offer in general to its
creditors.
9.3.2.3 GFL and GFLMS shall procure the preparation of the GFLMS
Accounts and delivery of a copy thereof to Newco by no later
than 10 (ten) Business Days after the Effective Date.
9.3.3 CLOSING
9.3.3.1 On the Effective Date, GFLMS shall deliver to Newco, against
compliance by Newco of its obligations in terms of clause
9.3.2, the share certificates in
59
respect of the Golden Produce Shares together with transfer
forms in respect thereof duly completed and signed by GFLMS
in accordance with the articles of association of Golden
Produce, but blank as to transferee.
9.3.3.2 Notwithstanding the date of signature hereof, but subject to
the fulfilment of the Conditions Precedent, ownership, risk
in and to and the benefit of the Golden Produce Shares and
the Golden Produce Loans shall pass to Newco with effect
from the Effective Date.
9.3.4 REPRESENTATIONS AND WARRANTIES
GFLMS represents and warrants that as at the date of signature
hereof, the Golden Produce Shares and the Golden Produce Loans
are beneficially owned by it, that no third party has any
existing or future right (including any option or right of first
refusal) to acquire any of them and that it is entitled and able
to dispose of them. GFLMS shall be deemed to have repeated each
such representation and warranty as at the Effective Date.
9.3.5 INDEMNITY
Newco shall, with effect from the Effective Date, indemnify and
hold GFLMS and each of its Affiliates and its and their
respective directors, employees and officers harmless from and
against any and all claims, losses, damages or expenses of
whatsoever nature or howsoever arising which GFLMS or any one of
its Affiliates or its or their respective directors, employees or
officers may suffer or incur as a result of any act or omission
of Golden Produce before or after the Effective Date.
9.4. BEATRIX ANCILLARY ASSETS
9.4.1 SALE AND CESSION
As one indivisible transaction -
9.4.1.1 Beatrix hereby sells to Newco, which hereby purchases from
Beatrix, the St Helena Hospital Shares; and
9.4.1.2 Beatrix hereby cedes to Newco, which hereby accepts such
cession from
60
Beatrix, all of its right, title and interest in and to the
St Helena Hospital Loans;
with effect from the Effective Date, subject to the terms and
conditions set out in this Agreement.
9.4.2 CONSIDERATION AND SETTLEMENT
9.4.2.1 The consideration payable by Newco to Beatrix in respect of
the Beatrix Ancillary Assets shall be an amount equal to the
book value of the Beatrix Ancillary Assets as reflected in
the Beatrix Accounts ("the Beatrix Ancillary
Consideration"). The Beatrix Ancillary Consideration shall
be allocated as follows -
9.4.2.1.1 in respect of the St Helena Hospital Loans, an amount
equal to the face value thereof as reflected in the
Beatrix Accounts; and
9.4.2.1.2 in respect of the St Helena Hospital Shares, an amount
equal to the balance of the Beatrix Ancillary
Consideration.
9.4.2.2 The Beatrix Ancillary Consideration shall be settled on the
Effective Date by means of crediting a special Beatrix loan
account against Newco in an amount equal to the Beatrix
Ancillary Consideration, which loan account shall be subject
to the following terms and conditions -
9.4.2.2.1 it shall bear interest at the Prescribed Rate with
effect from the Effective Date;
9.4.2.2.2 the interest shall, unless otherwise agreed between
Newco and Beatrix, be calculated and payable 6 (six)
monthly in arrears;
9.4.2.2.3 it shall be repayable in whole or in part from time to
time on the giving of not less than 6 (six) months (or
such shorter period as may be agreed between Beatrix
and Newco) written notice by either Beatrix or Newco to
the other of them, PROVIDED THAT in any event such loan
account shall immediately become due and payable on the
happening of any of the following -
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9.4.2.2.3.1 the granting of an order, whether provisional or
final, placing Newco under liquidation or judicial
management;
9.4.2.2.3.2 Newco making a compromise offer in general to its
creditors.
9.4.2.3 GFL and Beatrix shall procure the preparation of the Beatrix
Accounts and delivery of a copy thereof to Newco by no later
than 10 (ten) Business Days after the Effective Date.
9.4.3 CLOSING
9.4.3.1 On the Effective Date, Beatrix shall deliver to Newco,
against compliance by Newco of its obligations in terms of
clause 9.4.2, the share certificates in respect of the St
Helena Hospital Shares together with transfer forms in
respect thereof duly completed and signed by Beatrix in
accordance with the articles of association of St Helena
Hospital, but blank as to transferee.
9.4.3.2 Notwithstanding the date of signature hereof, but subject to
the fulfilment of the Conditions Precedent, ownership, risk
in and to and the benefit of the Beatrix Ancillary Assets
shall pass to Newco with effect from the Effective Date.
9.4.4 REPRESENTATIONS AND WARRANTIES
Beatrix represents and warrants that as at the date of signature
hereof, the Beatrix Ancillary Assets are beneficially owned by
it, that no third party has any existing or future right
(including any option or right of first refusal) to acquire any
of them and that it is entitled and able to dispose of them.
Beatrix shall be deemed to have repeated each such representation
and warranty as at the Effective Date.
9.4.5 INDEMNITY
Newco shall, with effect from the Effective Date, indemnify and
hold Beatrix and each of its Affiliates and its and their
respective directors, employees and officers harmless from and
against any and all claims, losses, damages or expenses of
whatsoever nature or howsoever arising which Beatrix or any one
of its Affiliates or its or their respective directors, employees
or officers may suffer or incur as a result
62
of any act or omission of St Helena Hospital before or after the
Effective Date.
9.5 MJV ENTERPRISE
9.5.1 SALE AND PURCHASE
9.5.1.1 The MJV hereby sells to Newco, which hereby purchases from
the MJV, the MJV Enterprise as a going concern with effect
from the Effective Date.
9.5.1.2 Notwithstanding the date of signature hereof, but subject to
the provisions of clauses 9.5.5 and 9.5.7 and the fulfilment
of the Conditions Precedent, ownership, risk in and to and
the benefit of the MJV Enterprise shall pass to Newco with
effect from the Effective Date.
9.5.2 MJV PURCHASE CONSIDERATION
The purchase consideration payable by Newco to the MJV in respect
of the MJV Enterprise ("the MJV Purchase Consideration") shall be
an amount equal to the book values of the MJV Assets (as
reflected in the MJV Accounts) less the book value of the MJV
Liabilities (as reflected in the MJV Accounts). GFL and the MJV
shall procure the preparation of the MJV Accounts and delivery of
a copy thereof to Newco by no later than 10 (ten) Business Days
after the Effective Date.
9.5.3 SETTLEMENT OF THE MJV PURCHASE CONSIDERATION
The MJV Purchase Consideration shall be settled on the Effective
Date by means of crediting a special MJV loan account against
Newco in the name of the MJV in the books of Newco in an amount
equal to the MJV Purchase Consideration, which loan account shall
be subject to the following terms and conditions -
9.5.3.1 it shall bear interest at the Prescribed Rate with effect
from the Effective Date;
9.5.3.2 the interest shall, unless otherwise agreed between Newco
and the MJV, be calculated and payable 6 (six) monthly in
arrears;
63
9.5.3.3 subject to clause 21, it shall be repayable in whole or in
part from time to time on the giving of not less than 6
(six) months (or such shorter period as may be agreed
between the MJV and Newco) written notice by either the MJV
or Newco to the other of them, PROVIDED THAT in any event
such loan account shall immediately become due and payable
on the happening of any of the following -
9.5.3.3.1 the granting of an order, whether provisional or final,
placing Newco under liquidation or judicial management;
9.5.3.3.2 Newco making a compromise offer in general to its
creditors.
9.5.4 MJV LIABILITIES
9.5.4.1 Newco shall, with effect from the Effective Date, assume
responsibility and liability for the due and proper
discharge of the MJV Liabilities and, accordingly, Newco
hereby indemnifies and holds Driefontein and Kloof harmless
from and against any and all claims, loss, damage or
expenses of whatsoever nature or howsoever arising which the
MJV may suffer or incur in respect of the MJV Liabilities,
irrespective of whether such liabilities were reflected in
the MJV Accounts or not.
9.5.4.2 The provisions of this clause 9.5.4 shall enure to the
benefit of the MJV, Driefontein, Kloof and their
successors-in-title and assigns thereto, and shall be
binding on Newco, and shall accordingly not be merely
personal to the MJV, Driefontein, Kloofor Newco but shall
remain binding on successors-in-title and assigns
notwithstanding any cession and assignment hereof.
9.5.5 DELIVERY
9.5.5.1 The MJV shall, forthwith after the Effective Date, and
against the crediting of the loan account referred to in
clause 9.5.3, procure the drafting, notarial execution and
registration of deeds of transfer in respect of the
Registrable Assets of the MJV in a format and containing
terms acceptable to Newco. Such notarial deeds of cession
shall be bilateral and shall include all terms, conditions,
provisions and ancillary rights and obligations mentioned or
referred to in the present titles and applicable to the
rights being ceded or
64
transferred. Newco undertakes to do all such acts and sign
all such documents as may be necessary or incidental to
complete, execute and register such documents.
9.5.5.2 The drafting, execution and registration of the notarial
deeds of cession and of the deeds of transfer referred to in
clause 9.5.5.1 shall be attended to by the notaries public
and conveyancers of the MJV. Newco shall pay all costs
relating to the transfer of the Registrable Assets of the
MJV into the name of Newco.
9.5.5.3 On the Effective Date -
9.5.5.3.1 the MJV shall deliver the books and records of the MJV
Enterprise then in its possession to Newco, PROVIDED
THAT the MJV and its authorised representatives shall
be entitled to have access to and make copies of such
books and records to the extent reasonably and
necessarily required by the MJV, inter alia, to enable
it to prepare its annual financial statements;
9.5.5.3.2 the delivery of all of the MJV Assets which are capable
of physical delivery shall be deemed to have taken
place by the MJV constructively delivering them to
Newco;
9.5.5.3.3 the MJV shall be deemed to have ceded to Newco, which
shall be deemed to have accepted, all the MJV Assets
which are not capable of physical delivery or delivery
by registration;
9.5.5.3.4 the MJV shall deliver to Newco such documents, duly
completed, as may be necessary to cede and assign to
Newco all of its rights and obligations to the MJV
Contracts and to vest ownership in and to the MJV
Assets not otherwise dealt with in this clause 9.5.5.
9.5.6 THE MJV CONTRACTS
9.5.6.1 The MJV hereby cedes and assigns all of its right, title and
interest and delegates all of its obligations in, to and
under the MJV Contracts to Newco, which accepts such cession
and assumes such obligations with effect from
65
the Effective Date.
9.5.6.2 Newco will ensure that all of the MJV Contracts will be
fully complied with by Newco at its cost.
9.5.6.3 Newco hereby indemnifies and holds Driefontein and Kloof
harmless from and against all and any claims, losses, damage
or expenses of whatsoever nature and howsoever arising under
any of the MJV Contracts which the MJV may suffer or incur
as a result of any act or omission of Newco in respect of
such MJV Contract.
9.5.6.4 The MJV undertakes to use reasonable commercial endeavours
to procure the consent of all third parties (to the extent
such consents are required) to the MJV Contracts to the
cession and assignment of such MJV Contracts to Newco, with
effect from the Effective Date.
9.5.6.5 Should any such third party fail or refuse to give its
consent as aforesaid where such consent is a requirement for
such cession and assignment, the MJV will continue to
exercise the rights and fulfil the obligations under such
MJV Contract as trustee for the benefit of Newco and in
accordance with Newco's instructions on the basis that Newco
hereby indemnifies Driefontein and Kloof and holds it
harmless from and against all and any claims, losses,
damages or expenses of whatsoever nature and howsoever
arising which the MJV may suffer or incur as a consequence.
9.5.6.6 Should it not be possible for the Parties to implement the
provisions of clause 9.5.6.5 for any reason, the Parties
shall forthwith meet and in good faith endeavour to agree an
alternative solution which will achieve the same or
substantially the same result.
9.5.7 IMPLEMENTATION
9.5.7.1 With effect from the Effective Date -
9.5.7.1.1 Newco shall be entitled to exercise all common law and
statutory rights in respect of, flowing from or
attaching to the MJV Enterprise;
66
9.5.7.1.2 liability for compliance with all obligations and for
payment of all monies in terms of or in respect of the
conduct of the MJV Enterprise, including, but not
limited to, rates, taxes, levies, imposts and monies in
terms of applicable legislation, shall pass to Newco
and Newco hereby undertakes forthwith on written demand
by the MJV to refund to the MJV all such monies
disbursed by the MJV after the Effective Date or in
respect of any period after the Effective Date;
9.5.7.1.3 ownership and possession of the MJV Enterprise, other
than in respect of the Registrable Assets of the MJV,
shall pass to Newco;
9.5.7.1.4 risk in and to and the benefit of the MJV Enterprise
shall pass to Newco;
9.5.7.1.4 Newco shall assume all liability for the MJV
Liabilities.
9.5.7.2 Ownership in and to the Registrable Assets of the MJV shall
pass to Newco on registration of the necessary transfer
documents in the appropriate deeds registry into the name of
Newco.
9.5.8 EMPLOYEES
9.5.8.1 Newco undertakes, having regard to the provisions of Section
197(2) of the Labour Relations Act, Act 66 of 1995, to
employ, with effect from the Effective Date and upon terms
and conditions of employment which are the same as those
enjoyed by such employees with the MJV as at the Effective
Date, those of the MJV employees who are employed in the
conduct of the MJV Enterprise as at the Effective Date. In
this regard, Newco assumes responsibility for all
liabilities arising out of the employment by the MJV, prior
to the Effective Date, of such employees as well as of
previous employees of the MJV who were, during the course of
their employment by the MJV, engaged in the conduct of the
MJV Enterprise (collectively "Affected Employees").
9.5.8.2 The liability for payment of all amounts of any nature
whatsoever in respect of benefits due to the Affected
Employees for past employment benefits, accumulated leave
and the like shall be assumed by Newco with effect from
67
the Effective Date.
9.5.8.3 Newco indemnifies and holds Driefontein and Kloof harmless
from and against all claims of whatsoever nature made
against the MJV and costs incurred by the MJV in respect of
any liability referred to in this clause 9.5.8 in respect of
the Affected Employees, including all costs which may be
awarded against the MJV in respect of any such demand,
claim, action or other legal proceedings. Payment to the MJV
by Newco shall be on demand.
9.5.8.4 The MJV shall notify Newco of any claim which may be made
against the MJV in respect of any of the matters referred to
in clause 9.5.8.3 within a reasonable time of the MJV
becoming aware thereof, to enable Newco to take steps to
contest such claim.
9.5.8.5 Newco shall be entitled to contest the claim concerned in
the name of the MJV and shall be entitled to control the
proceedings in regard thereto, PROVIDED THAT Newco's
indemnity in favour of the MJV as set out in clause 9.5.8.3
remains of full force and effect.
9.5.8.6 It is recorded that the MJV employees derive their
retirement and medical benefits from their individual
membership of various retirement funds and medical schemes,
and as membership of such funds and schemes shall continue
on the same terms and conditions, it is not necessary for
the MJV to provide for the transfer of any employees to any
other fund or scheme. To the extent necessary, Newco
indemnifies and holds Driefontein and Kloof harmless from
and against any and all claims made by any Affected Employee
in respect of retirement and medical benefits.
9.5.8.7 It is recorded that the MJV's net liability in respect of
accrued annual leave, accrued holiday leave allowances, long
service awards, accumulated bonus pay and all other payments
that have accrued to the Affected Employees but have not
been paid to such Affected Employees, will be provided for
and reflected in the MJV Accounts.
9.5.8.8 With effect from the Effective Date, Newco shall -
68
9.5.8.8.1 assume liability to the Affected Employees in respect
of the liabilities referred to in clause 9.5.8.7;
9.5.8.8.2 be liable for the payment of all severance costs
(inclusive of notice pay) incurred in respect of
retrenchments carried out prior to or after the
Effective Date in relation to any Affected Employee;
9.5.8.8.3 assume liability in respect of all employee related
liabilities in respect of the dismissal of an Affected
Employee or the commission of an unfair labour practice
or act of unfair discrimination, the cause of action of
which arises prior to or after the Effective Date.
9.5.8.9 Newco hereby indemnifies the MJV and holds it harmless from
and against any and all claims, losses, damages or expenses
of whatsoever nature and howsoever arising which the MJV may
suffer or incur as a result of the liabilities referred to
in clause 9.5.8.8.
9.5.9 SALE VOETSTOOTS
Subject to clause 9.5.11, the sale of the MJV Enterprise pursuant
to this Agreement is and shall be voetstoots and subject to all
rights, obligations, terms and conditions applicable thereto and
to existing conditions of title (whether registered or not).
9.5.10 INSOLVENCY ACT ADVERTISEMENT
The Parties agree that the sale of the MJV Enterprise pursuant to
this Agreement shall not be published as contemplated in Section
34 of the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇.
9.5.11 REPRESENTATIONS AND WARRANTIES
The MJV represents and warrants that as at the date of signature
hereof -
9.5.11.1 the MJV Enterprise is beneficially owned by it;
9.5.11.2 it is entitled and able to dispose of the MJV Enterprise;
and
9.5.11.3 no third party has any existing or future right (including
any option or right of
69
first refusal) to acquire the MJV Enterprise.
The MJV shall be deemed to have repeated each such representation
and warranty as at the Effective Date.
PART H
GFL ANCILLARY ASSETS
10.1 SALE AND CESSION
As one indivisible transaction -
10.1.1 GFL hereby sells to Beatrix, which hereby purchases from GFL, the
OGH Shares; and
10.1.2 GFL hereby cedes to Beatrix, which hereby accepts such cession
from GFL, all of its right, title and interest in and to the OGH
Loans;
with effect from the date of signature hereof, subject to the terms
and conditions set out in this Agreement.
10.2 CONSIDERATION AND SETTLEMENT
10.2.1 The consideration payable by Beatrix to GFL in respect of the OGH
Shares and the OGH Loans shall be an amount equal to the book
value of the OGH Shares and the OGH Loans as reflected in the
audited financial accounts ("the 2003 Accounts") of GFL as at 30
June 2003 ("the OGH Shares Consideration"). The OGH Shares
Consideration shall be allocated as follows -
10.2.1.1 in respect of the OGH Loans, an amount equal to the face
value thereof as reflected in the 2003 Accounts; and
10.2.1.2 in respect of the OGH Shares, an amount equal to the balance
of the OGH Shares Consideration.
70
10.2.2 The OGH Shares Consideration shall be settled on the date of
signature hereof by way of Beatrix issuing new Beatrix
ordinary shares equal to the value of the OGH Shares
Consideration to GFL.
10.3 CLOSING
10.3.1 On the date of signature hereof, GFL shall deliver to
Beatrix, against compliance by Beatrix of its obligations in
terms of clause 10.2, the share certificates in respect of
the OGH Shares together with transfer forms in respect
thereof duly completed and signed by GFL in accordance with
the articles of association of OGH, but blank as to
transferee.
10.3.2 Notwithstanding the date of signature hereof, but subject to
the fulfilment of the Conditions Precedent, ownership, risk
in and to and the benefit of the OGH Shares and the OGH
Loans shall pass to Beatrix with effect from the date of
signature hereof.
10.4 REPRESENTATIONS AND WARRANTIES
GFL represents and warrants that as at the date of signature hereof,
the OGH Shares and the OGH Loans are beneficially owned by it, that no
third party has any existing or future right (including any option or
right of first refusal) to acquire any of them and that it is entitled
and able to dispose of them. GFL shall be deemed to have repeated each
such representation and warranty as at the date of signature hereof.
10.5 INDEMNITY
Beatrix shall, with effect from the date of signature hereof,
indemnify and hold GFL and each of its Affiliates and its and their
respective directors, employees and officers harmless from and against
any and all claims, losses, damages or expenses of whatsoever nature
or howsoever arising which GFL or any of its Affiliates or its or
their respective directors, employees or officers may suffer or incur
as a result of any act or omission of OGH before or after the date of
signature hereof.
71
PART I
11. INDIVISIBILITY
11.1 The sale of each of the Security Shares, the Security Loans, the
Beatrix Enterprise, the Kloof Enterprise, the Driefontein Enterprise,
the Contiguous Rights and the Ancillary Assets shall constitute one
indivisible transaction.
11.2 If any one fails to take effect or having taken effect is afterwards
cancelled or falls away or is otherwise terminated or ceases to be of
any force or effect for any reason, then each other part of this
Agreement shall fail to take effect or, if having taken effect, shall
similarly be cancelled or fall away or otherwise be terminated and be
of no further force or effect.
12. ARBITRATION
12.1 Any dispute between the Parties arising out of or in connection with
this Agreement or its interpretation or their respective rights and
obligations under this Agreement or its cancellation or any matter
arising out of its cancellation, shall be submitted to and decided by
arbitration.
12.2 The arbitration shall be held in accordance with the rules of the
Arbitration Foundation of South Africa by a practising Senior Counsel
of not less than 5 (five) years' standing who shall be agreed upon
between the Parties or, failing agreement within 10 (ten) Business
Days after submission for arbitration, appointed by the Arbitration
Foundation of South Africa.
12.3 The arbitrator shall be obliged to give the reasons for any decision
made by him in the course of the arbitration.
12.4 Nothing in this clause 12 shall preclude any Party from seeking any
interim or urgent relief from any competent court having jurisdiction
pending the institution of any arbitration proceedings in terms of
this clause 12.
13. BREACH
No Party shall be entitled to cancel this Agreement for any breach by any
other Party
72
unless the breach is material and goes to the root of the agreement in
question and being such a breach is not capable of being remedied by
specific performance within a reasonable time after the occurrence of the
breach, or by the payment of damages, or if it is capable of being so
remedied is not so remedied within a reasonable time after the Party in
breach receives written notice to do so.
14. GENERAL
14.1 This Agreement contains the entire agreement between the Parties in
respect of the transactions recorded in it.
14.2 No Party shall have any claim or right of action arising from any
undertaking, representation or warranty not included in this
Agreement.
14.3 No failure by a Party to enforce any provision of this Agreement shall
constitute a waiver of such provision or effect in any way a Party's
right to require performance of any such provision at any time in the
future, not shall the waiver of any subsequent breach nullify the
effectiveness of the provision itself.
14.4 No agreement to vary, add to or cancel this Agreement or any of its
terms shall be of any force or effect unless reduced to writing and
signed by or on behalf of all the Parties.
14.5 No Party may cede any of its rights or delegate any of its obligations
under this Agreement.
14.6 Termination of this Agreement for any cause shall not release a Party
from any liability which at the time of termination has already
accrued to such Party or which thereafter may accrue in respect of any
act or omission prior to such termination.
14.7 This Agreement may be signed in any number of counterparts, all of
which taken together shall constitute one and the same instrument. Any
Party may enter into this Agreement by signing any such counterpart.
15. DOMICILIUM CITANDI ET EXECUTANDI
15.1 The Parties choose as their domicilia citandi citandi et executandi
for all purposes
73
under this Agreement, whether in respect of court process, notices or other
documents or communications of whatsoever nature (including the exercise of
any option), the following address -
Physical: ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
Postal: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Houghton
2041
Telefax: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
15.2 Any notice or communication required or permitted to be given in terms
of this Agreement shall be valid and effective only if in writing but
it shall be competent to give notice by telefax.
15.3 Any Party may by notice to any other Party change the physical address
chosen as its domicilium citandi et executandi to another physical
address where postal delivery occurs in Gauteng or its postal address
or its telefax number, provided that the change shall become effective
on the 5th Business Day from the deemed receipt of the notice by such
other Party.
15.4 Any notice to a Party -
15.4.1 delivered by hand to a responsible person during ordinary
business hours at the physical address chosen as its domicilium
citandi et executandi shall be deemed to have been received on
the day of delivery; or
15.4.2 sent by telefax to its chosen telefax number stipulated in clause
15.1, shall be deemed to have been received on the date of
successful despatch (unless the contrary is proved).
15.5 Notwithstanding anything to the contrary herein contained a written
notice or communication actually received by a Party shall be an
adequate written notice or
74
communication to it notwithstanding that it was not sent or delivered
at its chosen domicilium citandi et executandi.
16. CONFIDENTIALITY
The Parties undertake to ensure that the Security Consideration, the
Beatrix Purchase Consideration, the Driefontein Purchase Consideration, the
Kloof Purchase Consideration, the Contiguous Purchase Consideration, the SA
Service Division Purchase Consideration, the Shared Services Ancillary
Consideration, the Golden Produce Ancillary Consideration, the Beatrix
Ancillary Consideration, the MJV Purchase Consideration and the OGH Shares
Consideration and any other details of this Agreement are kept confidential
and are not disclosed to any other person, subject to the Parties'
obligations to their shareholders, the regulatory authorities or any law.
17. GOVERNING LAW AND SUBMISSION TO JURISDICTION
17.1 This Agreement will be interpreted and implemented in accordance with
the laws of the Republic of South Africa (other than its rules of
conflicts of laws to the extent that the application of the laws of
another jurisdiction would be required thereby).
17.2 Subject to clause 12, each Party to this Agreement irrevocably and
unconditionally submits itself and its property, in any legal action
or proceeding relating to this Agreement, or for recognition and
enforcement of any judgement in respect of this agreement, to the
non-exclusive jurisdiction of the High Court of South Africa
(Witwatersrand Local Division or its successor).
18. COSTS
All costs of and incidental to the preparation of this Agreement and its
implementation, shall be borne by Newco.
19 SALE AS A GOING CONCERN
19.1 It is recorded and agreed that -
19.1.1 the sale of the Beatrix Enterprise is the sale of an enterprise
as a going concern;
75
19.1.2 the Beatrix Enterprise will be an income-earning activity on the
Effective Date; and
19.1.3 the assets which are necessary for carrying on the Beatrix
Enterprise are being disposed of by Beatrix to Newco in terms of
this Agreement.
19.2 It is recorded and agreed that -
19.2.1 the sale of the Driefontein Enterprise is the sale of an
enterprise as a going concern;
19.2.2 the Driefontein Enterprise will be an income-earning activity on
the Effective Date; and
19.2.3 the assets which are necessary for carrying on the Driefontein
Enterprise are being disposed of by Driefontein to Newco in terms
of this Agreement.
19.3 It is recorded and agreed that -
19.3.1 the sale of the Kloof Enterprise is the sale of an enterprise as
a going concern;
19.3.2 the Kloof Enterprise will be an income-earning activity on the
Effective Date; and
19.3.3 the assets which are necessary for carrying on the Kloof
Enterprise are being disposed of by Kloof to Newco in terms of
this Agreement.
19.4 It is recorded and agreed that -
19.4.1 the sale of the MJV Enterprise is the sale of an enterprise as a
going concern;
19.4.2 the MJV Enterprise will be an income-earning activity on the
Effective Date; and
19.4.3 the assets which are necessary for carrying on the MJV Enterprise
are being
76
disposed of by the MJV to Newco in terms of this Agreement.
19.5 It is recorded and agreed that -
19.4.1 the sale of the SA Service Division is the sale of an enterprise
as a going concern;
19.4.2 the SA Service Division will be an income-earning activity on the
Effective Date; and
19.4.3 the assets which are necessary for carrying on the SA Service
Division are being disposed of by GFLMS to Newco in terms of this
Agreement.
Accordingly, the Parties intend that these transactions will be zero-rated
pursuant to the provisions of Section 11(1)(e) of the VAT Act. Beatrix,
Driefontein, Kloof, MJV and GFLMS will, on this basis, issue a zero-rated
tax invoice to Newco. The Beatrix Purchase Consideration, the Driefontein
Purchase Consideration, the Kloof Purchase Consideration, the MJV Purchase
Consideration and the SA Service Division Purchase Consideration are
exclusive of value-added tax (if any) which may be payable in respect of
this transaction. Notwithstanding the above, if VAT becomes payable for any
reason whatsoever, the purchaser of the enterprise in question shall pay
same to the seller in question on the presentation of a valid tax invoice.
20. ACCOUNTS
GFL warrants that, to the best of its knowledge, the audited financial
accounts of GFL and its Affiliates as at 30 June 2003 and the management
accounts ("the Management Accounts) to be prepared as at, and for the
period from the date of the audited accounts to the Effective Date
(including the Beatrix Accounts, the Driefontein Accounts, the GFL
Accounts, the GFLMS Accounts, the Kloof Accounts and the MJV Accounts),
have been or will be, as the case may be, prepared -
20.1 in accordance with Generally Accepted Accounting Practices of South
Africa (including the Companies Act and all other applicable laws);
20.2 subject to clause 20.1, in a manner such as to fairly present the
state of affairs, operations and results of the companies and
businesses concerned as at the date
77
thereof and for the period to which they relate; and
20.3 unless inconsistent with clause 20.2, upon the same bases and applying
the same criteria as were applied in the preparation of the audited
financial statements of the parties concerned in previous financial
years.
21. LOAN ACCOUNTS
To the extent that Newco raises finance from any third party, Newco shall
apply such funds to proportionately reduce the loan accounts created in
terms of clauses 5.3, 6.3, 7.3, 8.3, 9.1.3, 9.2.2.2, 9.3.2.2, 9.4.2.2 and
9.5.3.
SIGNED AT_______________________ON__________________________________________2003
FOR: BEATRIX MINING VENTURES LIMITED
________________________________________________
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1. _________________
2. _________________
SIGNED AT_______________________ON__________________________________________2003
FOR: DRIEFONTEIN CONSOLIDATED
(PROPRIETARY) LIMITED
________________________________________________
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1. _________________
2. _________________
78
SIGNED AT_______________________ON__________________________________________2003
FOR: KLOOF GOLD MINING COMPANY LIMITED
________________________________________________
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1. _________________
2. _________________
SIGNED AT_______________________ON__________________________________________2003
FOR: GFL MINING SERVICES LIMITED
________________________________________________
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1. _________________
2. _________________
SIGNED AT_______________________ON__________________________________________2003
FOR: GOLD FIELDS LIMITED
________________________________________________
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1. _________________
2. _________________
79
SIGNED AT_______________________ON__________________________________________2003
FOR: NEWSHELF 706 LIMITED
________________________________________________
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1. _________________
2. _________________
80
ANNEXURE "A"
MARKETABLE SECURITIES TO BE TRANSFERRED
81
Shares as at June 2003
CHAMBER OF MINES
Number Value
Beatrix Mine 54,591 317,007
Driefontein Consolidated 145,109 664,570
Kloof Consolidated 119,889 600,083
St Helena 5,151 30,000
---------------------------
Total 324,740 1,611,660
---------------------------
RAND REFINERY
Number Value
Beatrix Mine 19,568 3,919,912
Driefontein Consolidated 53,281 6,180,021
Kloof Consolidated 52,141 8,360,665
Oryx 2,151 316,909
St Helena 3,160 608,000
---------------------------
Total 130,301 19,385,507
---------------------------
RAND MUTUAL ASSURANCE
Number Value
Beatrix 361 7,240
Driefontein Consolidated 1,223 20,212
Kloof Consolidated 1,447 28,951
St Helena 473 9,000
GFL(MS) - Loan 200
------------------------
Total 3,504 65,603
------------------------
TEBA
Number Value
Beatrix 62,623 303,921
Beatrix - loan 77,057
Driefontein Consolidated 200,743 695,275
Kloof Consolidated 185,599 637,329
Oryx 27,371 93,809
Saints 31,630 114,999
-------------------------
507,966 1,922,390
-------------------------
ANNEXURE "B"
BEATRIX MINING AND MINERAL RIGHTS AND LAND
82
ANNEXURE "B1"
BEATRIX MINING VENTURES LIMITED
(BEATRIX MINE)
MINING LEASES
YEAR ENDING 30 JUNE 2003
-------------------------------------------------------------------------------------------------------------------------
MINING LEASE ▇▇▇▇▇ ▇▇ ▇▇
▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇(▇▇) CLAIMS COMMENTS
-------------------------------------------------------------------------------------------------------------------------
SHM/M2/02 19/92 Kalkoenkrans 225 Theunissen 4 176.2092 Diagram S G No 291/1991
(Cession 20/92) RE 1 626.3671 RMT No M32/91
2 855.8821
Palmietkuil 328 Theunissen RE 425.8044
RE 1 856.5209
4 513.9175
5 342.6625
6 428.2299
Boschluisspruit 278 Theunissen 1 545.0323
---------
4770.6259
---------
-------------------------------------------------------------------------------------------------------------------------
SHM/M2/03 No 5/1984 Mooivlakle 199 Theunissen Portion 178.3756 RMT No M10/1983
(Cession 15/2000) Annex Mooivlakle 208 Theunissen Farm 15.0216 Diagram S G No 1376/1982
Digilo 405 Theunissen Portion 23.1765
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 86.5759
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 285.4806
Harmonie 579 Theunissen Portion 333.4986
Leeuwbult 52 Theunissen RE 1296.9150
---------
2219.0438
---------
-------------------------------------------------------------------------------------------------------------------------
Page 1 of 1
ANNEXURE "B2"
BEATRIX MINING VENTURES LIMITED
(BEATRIX MINE)
MINERAL RIGHTS
YEAR ENDING 30 JUNE 2003
--------------------------------------------------------------------------------------
OPERATION REF TITLE FARM DISTRICT PORTION
--------------------------------------------------------------------------------------
Beatrix SHM/M1/13 K365/2000RM ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇(▇▇▇▇▇▇▇)
Goedemoed 143 Theunissen RE
Excelsior 147 Theunissen 1
--------------------------------------------------------------------------------------
Beatrix SHM/M1/14 K332/2000RM Siberia 164 Theunissen RE(1/2)
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
(1/2)
Leeuwaarden 171 Theunissen Digito 405
(1/2)
--------------------------------------------------------------------------------------
Beatrix SHM/M1/15 K333/2000RM Siberia 164 Theunissen RE(1/2)
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
(1/2)
Leeuwaarden 171 Theunissen Digito 405
(1/2)
--------------------------------------------------------------------------------------
Beatrix SHM/M1/16 K334/2000RM Grusde 229 Theunissen RE
Mooivlakte 1199 Theunissen Annex Grusde
474
--------------------------------------------------------------------------------------
Beatrix SHM/M1/17 K335/2000RM ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Kovno 235 Theunissen Farm
--------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
AREA EQ AREA
OPERATION (HA) (HA) RIGHTS HELD COMMENTS
------------------------------------------------------------------------------------
Beatrix 58.6403 All rights to minerals
(precious stones excluded)
186.2429 All rights to minerals
(precious stones excluded)
247.7433 All rights to minerals
(precious stones excluded)
------------------------------------------------------------------------------------
Beatrix 42.8273 21.4137 All rights to metals and minerals
42.7210 21.3605 All rights to metals and minerals
85.6532 42.8266 All rights to metals and minerals
------------------------------------------------------------------------------------
Beatrix 42.8273 21.4137 All rights to metals and minerals,
precious and semi-precious stones
42.7210 21.3605 All rights to metals and minerals,
precious and semi-precious stones
85.6532 42.8266 All rights to metals and minerals,
precious and semi-precious stones
------------------------------------------------------------------------------------
Beatrix 111.195 All rights to minerals
15.0507 All rights to minerals
------------------------------------------------------------------------------------
Beatrix 142.7953 All rights to precious metals and
base minerals
15.2177 All rights to precious metals and
base minerals
------------------------------------------------------------------------------------
Page 1 of 5
----------------------------------------------------------------------------------------
OPERATION REF TITLE FARM DISTRICT PORTION
----------------------------------------------------------------------------------------
Beatrix SHM/M1/17 K335/2000RM Vlakpan 358 Theunissen Farm
Doorn Rivier 330 Theunissen 2(Tewie)
Weltevreden 443 Theunissen MA 2(-/MA 1)
----------------------------------------------------------------------------------------
Beatrix SHM/M1/18 K336/2000RM Excelsior 147 Theunissen RE
----------------------------------------------------------------------------------------
Beatrix SHM/M1/19 K337/2000RM Leeuwaarden 171 Theunissen RE
----------------------------------------------------------------------------------------
Beatrix SHM/M1/20 K343/2000RM Harmonie 579 Theunissen Farm(3/5)
----------------------------------------------------------------------------------------
Beatrix SHM/M1/21 K344/2000RM Mooivlakte 199 Theunissen RE
Grusde 229 Annex
Mooivlakte
208
----------------------------------------------------------------------------------------
Beatrix SHM/M1/22 K345/2000RM Doorndeel 236 Theunissen Farm
----------------------------------------------------------------------------------------
4# SHM/M1/23 K327/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6)
----------------------------------------------------------------------------------------
4# SHM/M1/24 K328/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6)
----------------------------------------------------------------------------------------
4# SHM/M1/25 K331/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6)
----------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
AREA EQ AREA
OPERATION (HA) (HA) RIGHTS HELD COMMENTS
-------------------------------------------------------------------------------------
Beatrix 200.7725 All rights to precious metals and
base minerals
627.838 All rights to metals and minerals,
precious and base
176.2476 All rights to precious metals and
base minerals
-------------------------------------------------------------------------------------
Beatrix 428.266 All rights to metals and minerals,
precious and base, excluding
diamonds
-------------------------------------------------------------------------------------
Beatrix 85.6532 All rights to metals and minerals,
precious and base
-------------------------------------------------------------------------------------
Beatrix 620.2220 372.1332 All rights to minerals
-------------------------------------------------------------------------------------
Beatrix 336.3729 All rights to minerals(excluding
diamonds)
----------------------------------
15.0507 All rights to minerals(excluding
diamonds)
-------------------------------------------------------------------------------------
Beatrix 286.9382 All rights to metals and minerals,
precious and base, and precious
stones
-------------------------------------------------------------------------------------
4# 626.8749 104.4791 All rights to metals and minerals,
precious and base, and precious
stones
-------------------------------------------------------------------------------------
4# 626.8749 104.4791 All rights to metals and minerals,
precious and base, and precious
stones
-------------------------------------------------------------------------------------
4# 626.8749 104.4791 All rights to metals and minerals,
precious and base, and precious
stones
-------------------------------------------------------------------------------------
Page 2 of 5
----------------------------------------------------------------------------------------
OPERATION REF TITLE FARM DISTRICT PORTION
----------------------------------------------------------------------------------------
4# SHM/M1/26 K324/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6)
----------------------------------------------------------------------------------------
4# SHM/M1/27 K329/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6)
----------------------------------------------------------------------------------------
4# SHM/M1/28 K339/2000RM Kalkoenkrans 225 Theunissen RE 1 (1/6)
----------------------------------------------------------------------------------------
4# SHM/M1/29 K342/2000RM Boschluisspruit 278 Theunissen 1
(Makoupan)
----------------------------------------------------------------------------------------
4# SHM/M1/30 K325/2000RM Palmietkuil 328 Theunissen 6
RE
----------------------------------------------------------------------------------------
4# SHM/M1/31 K330/2000RM Kalkoenkrans 225 Theunissen 4
(Johannes)
----------------------------------------------------------------------------------------
4# SHM/M1/32 K326/2000RM Palmietkuil 328 Theunissen RE 1
(Mariana)
----------------------------------------------------------------------------------------
4# SHM/M1/33 K440/2000RM Palmietkuil 328 Theunissen 3(1/2)
2(1/2)
4(1/2)
----------------------------------------------------------------------------------------
4# SHM/M1/34 K341/2000RM Palmietkuil 328 Theunissen 5(-/1)
----------------------------------------------------------------------------------------
4# SHM/M1/35 K340/2000RM Kalkoenkrans 225 Theunissen 2
(Beverley)
----------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
AREA EQ AREA
OPERATION (HA) (HA) RIGHTS HELD COMMENTS
------------------------------------------------------------------------------------
4# 626.8749 104.4791 All rights to metals and minerals,
precious and base, and precious
stones
------------------------------------------------------------------------------------
4# 626.8749 104.4791 All rights to metals and minerals,
precious and base, and precious
stones
------------------------------------------------------------------------------------
4# 626.8749 104.4791 All rights to metals and minerals,
precious and base, and precious
stones
------------------------------------------------------------------------------------
4# 545.3254 All rights to metals and minerals,
precious and non-precious, and
precious stones
------------------------------------------------------------------------------------
4# 428.266 All rights to minerals
428.266 All rights to minerals
------------------------------------------------------------------------------------
4# 176.1319 All rights to metals, minerals
and precious stones
------------------------------------------------------------------------------------
4# 856.5320 All rights to minerals
------------------------------------------------------------------------------------
4# 428.2660 214.1330 All rights to minerals
85.6532 42.8266 All rights to minerals
513.9192 256.9596 All rights to minerals
------------------------------------------------------------------------------------
4# 342.6128 All rights to minerals
------------------------------------------------------------------------------------
4# 856.5320 All rights to minerals
------------------------------------------------------------------------------------
Page 3 of 5
------------------------------------------------------------------------------------------------------------------------------------
AREA EQ AREA
OPERATION REF TITLE FARM DISTRICT PORTION (HA) (HA) RIGHTS HELD COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
Sand River SHM/M1/36 K399/2000RM Hakkies 695 Ventersburg 4 (-/1) 256.9596 All rights to gold
(Bakkies) and other precious
and base minerals
and metals, coal,
oil and oil shale
RE 1 278.3729 All rights to gold
(Tewie) and other precious
and base minerals and
metals, coal, oil and
oil shale
Yatala 73 Ventersburg RE 321.1995 All rights to gold
and other precious
and base minerals and
metals, excluding
diamonds and coal
Kalkoenkrans 225 Theunissen 3 942.1852 All rights to gold
(Welkom) and other precious
and base metals and
minerals, precious
stones and diamonds,
and mineral
substances of every
kind whatsoever,
including coal, shale
mineral oil excepted
RE 855.6041 All rights to gold
and other
precious and base
metals and minerals,
precious stones and
diamonds, and mineral
substances of every
kind whatsoever,
including coal, shale
mineral oil excepted
Yatala 73 Ventersburg ▇▇▇▇ ▇▇▇▇ 654 321.1995 The mineral rights
Stillewoning 703 Ventersburg Farm 690.9801 The mineral rights
------------------------------------------------------------------------------------------------------------------------------------
Sand River SHM/M1/37 K519/2000S Mond ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ MA 6(-/MA1) 172.9405 All rights to
Doornrivier 38 (on RE) precious metals and
base minerals
excluding diamonds,
coal, sand, stone and
clay
MA 4 (-/MA 2) All rights to
(on Ptn 1) precious metals and
base minerals
excluding diamonds,
coal, sand, stone and
clay
MA 5 (-/MA 3) All rights to
(on Ptn 2) precious metals and
base minerals
excluding diamonds,
coal, sand, stone and
clay
------------------------------------------------------------------------------------------------------------------------------------
Page 4 of 5
------------------------------------------------------------------------------------------------------------------------------------
AREA EQ AREA
OPERATION REF TITLE FARM DISTRICT PORTION (HA) (HA) RIGHTS HELD COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
SHM/M1/37 K519/2000S ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 85.6532 All rights to gold,
(cont.) precious and base metals
and minerals, excluding
diamonds, coal, sand,
stone and clay
Dicier ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 85.6532 All rights to gold,
precious and base metals
and minerals, excluding
diamonds, coal, sand,
stone and clay
Monstari ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 128.4798 All rights to gold,
precious and base metals
and minerals, excluding
diamonds, coal, sand,
stone and clay
Togazo ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 85.6532 All rights to gold,
silver, precious stones
and base minerals and
metals excluding
diamonds, coal, sand,
stone and clay
Josero ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 82.8426 All rights to gold,
silver, precious stones
and base minerals and
metals excluding
diamonds, coal, sand,
stone and ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 47.2164 All rights to gold,
silver, precious stones
and base minerals and
metals excluding
diamonds, coal, sand,
stone and clay
Welgelegen 382 Winburg RE (1/2) 168.4500 84.225 All rights to gold and
other precious and base
metals and minerals and
precious stones
excluding diamonds coal,
sand, stone and clay
------------------------------------------------------------------------------------------------------------------------------------
"Doorn Rivier" SHM/M1/38 K839/2000RM Doorn Rivier 330 Theunissen RE 1271.0935 The right to metals and
minerals, precious and
base (diamond rights
excluded)
------------------------------------------------------------------------------------------------------------------------------------
Page 5 of 5
ANNEXURE "B3"
BEATRIX MINING VENTURES LIMITED
(BEATRIX MINE)
SURFACE RIGHT PERMITS
YEAR ENDING 30 JUNE 2003
-----------------------------------------------------------------------------------------------------------------------------
AREA
REF PERMIT NO FARM RMT NO (HA) PURPOSE
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/91 24/88 Leeuwbult 52 0.47/88 4.7404 Explosives magazines with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/92 74/88 Leeuwbult 52 0.46/88 0.8585 Electrical substation with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/93 76/88 Leeuwbult 52 0.44/88 21.9550 Mine stores with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/94 118/87 Leeuwbult 52 0.79/87 9.3046 Training centre with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/95 119/87 Leeuwbult 52 0.76/87 18.2892 Recreation and sports fieldswith fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/96 120/87 Leeuwbult 52 0.80/87 12.4050 Gold recovery plant with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/97 121/87 Leeuwbult 52 0.77/87 19.5636 Waste rock dump with fencing
13.4720 Shaft equipment with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/98 148/87 Harmonie 579 0.78/87 5.8297 Sewage disposal works with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/99 171/90 Leeuwbult 52 0.180/90 120.2612 Evaporation dams with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/100 304/90 Leeuwbult 52 & 0.30/88 192.9481 Evaporation dams with fencing
Harmonie 579
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/101 296/90 Leeuwbult 52 & 0.298/90 127.5091 Evaporation dams with fencing
Harmonie 579
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/102 291/90 Leeuwbult 52 0.292/90 4.0537 Reef stockpile with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/103 004/91 Leeuwbult 52 0.347/90 5.9334 Security barracks and incidental amenities with
fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/104 43/91 Leeuwbult 52 0.27/91 0.0643 Cementary for mine employees with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/105 49/91 Leeuwbult 52 0.147/90 0.0060 Mine road, underground electric cable
and storm water drains
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/106 52/91 Harmonie 579 & 0.41/88 24831 Parking with fencing
Leeuwbult 52 0.0020 Access road
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/107 59/91 Harmonie 579 0.44/91 0.0015 Mine road
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/108 60/91 Leeuwbult 52 0.45/91 175.1854 Slimes dam with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/109 42/91 Leeuwbult 52 0.190/90 0.0003 Buried sewage pipe line
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/110 44/91 Leeuwbult 52 0.182/90 0.0003 Buried sewage pipe line
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/111 79/91 Leeuwbult 52 0.60/91 12.6608 Shaft equipment with fencing
-----------------------------------------------------------------------------------------------------------------------------
SHM/S1/112 88/91 Leeuwbult 52 0.61/91 3.8860 Mine offices with fencing
-----------------------------------------------------------------------------------------------------------------------------
Page 1 of 2
AREA
REF PERMIT NO FARM RMT NO (HA) PURPOSE
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/113 116/91 Leeuwbult 52 0.114/91 0.0006 Underground earth cable
& Harmonie 579
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/114 119/91 Leeuwbult 52 0.113/91 0.0006 Buried sewage pipe line
& Harmonie 579
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/115 123/91 Leeuwbult 52 0.112/91 0.0003 Surface water pipe line
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/116 173/91 Mooivlakte 199 0.202/90 0.0008 Underground water pipe line
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/117 176/91 Leeuwbult 52 0.166/91 33.3543 Residential quarters for mine employees
& Harmonie 579 and incidental amenities with fencing
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/118 164/91 Mooivlakte 199 0.155/91 8.7379 Airstrip with fencing
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/119 234/91 Harmonie 579 0.200/90 0.0006 Underground water pipe line
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/120 250/91 Leeuwbult 52 0.242/91 0.5715 Extension for parking for mine employees with fencing
& Harmonie 579
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/121 145/92 Leeuwbult 52 0.203/90 0.0003 Underground water pipe line
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/122 73/93 Leeuwbult 52 0.70/93 1.6686 Main substation with fencing
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/123 83/93 Leeuwbult 52 0.38/93 0.2600 Surface water pipe line
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/124 93/93 Leeuwbult 52 0.89/93 0.2625 Mine railway line
--------------------------------------------------------------------------------------------------------------------------------
SHM/S1/125 96/93 Harmonie 579 0.128/90 9.5066 Extension to sewage works with fencing
--------------------------------------------------------------------------------------------------------------------------------
Page 2 of 2
ANNEXURE "B4"
BEATRIX MINING VENTURES LIMITED
(BEATRIX MINE)
SERVITUDES
YEAR ENDING 30 JUNE 2003
AREA
REF TITLE FARM DISTRICT PORTION (HA) RIGHTS HELD DIAGRAM
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/01 K1461/1984S Kalkoenkrans 225 Theunissen 2 856.532 Servitude for a pipe line Diagram SG No 972/1983
(Beverley) with related rights
------------------------------------------------------------------------------------------------------------------------------------
SHM/M2/02 K1755/1984S Kalkoenkrans 225 Theunissen RE 1 626.8749 Servitude for a water pipe Diagram SG No 971/1983
(▇▇▇▇▇) line with related rights
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/03 K232/1985S Annex ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 3 93.1316 Servitude for a water pipe line Diagram SG No 970/1983
562
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/04 K1490/1984S Stillewoning 703 Ventersburg RE 592.4789 Servitude for a water pipe line Diagram SG No 969/1983
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/05 K1322/1984S Jonkers Rust 72 Ventersburg Farm 565.5395 Servitude for a water pipe line Diagram SG No 968/1983
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/06 K363/2000S ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 142.7953 Servitude for a water pipe line Diagram SG No 834/1988
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/07 K364/2000S Mooivlakte 199 Theunissen RE 336.3729 Servitude for a water pipe line Diagram SG No 833/1988
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/08 K505/2000S Mooivlakte 199 Theunissen RE 336.3729 Servitude for a landing strip Diagram SG No 266/1981
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/09 K369/2000S ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 142.7953 Servitude for a landing strip Diagram SG No 267/1981
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/10 K368/2000S Dicier 404 Theunissen Farm 85.6532 Servitude for a right of ay Diagram SG No 1005/1991
------------------------------------------------------------------------------------------------------------------------------------
SHM/S2/11 K367/2000S Toulon 368 Theunissen Farm 596.092 Servitude for a power and
pipe line Diagram SG No 745/1978
▇▇▇▇▇ Palmietkuil 407 Theunissen RE 281.6872 Servitude for a power and
pipe line Diagram SG No 744/1978
------------------------------------------------------------------------------------------------------------------------------------
Page 1 of 1
ANNEXURE"B5"
BEATRIX MINING VENTURES LIMITED
(BEATRIX MINE)
REAL RIGHTS
YEAR ENDING 30 JUNE 2003
AREA
REF TITLE FARM DISTRICT PORTION (HA) RIGHTS HELD COMMENTS
----------------------------------------------------------------------------------------------------------------------
SHM/M8/06 K370/2000S ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ RE 85.6532
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 286.9382
Silesia 409 Theunissen RE 89.786 Real Rights : Right to Claim licence
Siberia 164 Theunissen RE 42.8273 moneys and Mining Lease rentals
Pulchrum 189 Theunissen Farm 42.721
Digito 405 Theunissen Farm 85.6532
----------------------------------------------------------------------------------------------------------------------
SHM/M8/07 K371/2000S Plecy 82 Theunissen Farm 342.6128 Real Rights : Right to Claim licence
moneys and Mining Lease rentals
----------------------------------------------------------------------------------------------------------------------
Page 1 of 1
ANNEXURE"B6"
BEATRIX MINING VENTURES LIMITED
(BEATRIX MINE)
FREEHOLD FARMS
YEAR ENDING 30 JUNE 2003
OPERATION REF TITLE FARM DISTRICT PORTION
----------------------------------------------------------------------------------
4# SHM/T1/01 T11467/1982 Palmietkuil 328 Theunissen RE 1
(Mariana)
----------------------------------------------------------------------------------
Beatrix Mine SHM/T1/04 T3478/1954 Katboschdraai 22 Welkom 1
----------------------------------------------------------------------------------
4# SHM/T1/05 T15185/1981 Kalkoenkrans 225 Theunissen 4
(Johannes)
Palmietkuil 328 Theunissen 6
RE
----------------------------------------------------------------------------------
Beatrix Mine SHM/T1/06 T111/1952 Wolvepan 85 Welkom 1
(Waterbron)
----------------------------------------------------------------------------------
Beatrix Mine SHM/T1/07 T1115/1956 Rietpan 123 Welkom 1
----------------------------------------------------------------------------------
Beatrix Mine SHM/T1/08 T4796/1958 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------------------------------------------------------------
4# SHM/T1/10 T16262/1992 Annex ▇▇▇▇ ▇▇▇▇ 562 ▇▇▇▇▇▇▇▇▇▇ 9
Kalkoenkrans 225 Theunissen RE 1
(▇▇▇▇▇)
----------------------------------------------------------------------------------
Beatrix Mine SHM/T1/15 T24032/2000 Leeuwbult 52 Theunissen RE
----------------------------------------------------------------------------------
Beatrix Mine SHM/T1/16 T22467/2000 Harmonie 579 Theunissen RE
----------------------------------------------------------------------------------
Beatrix Mine SHM/T1/17 T23077/2000 Leeuwaarden 171 Theunissen RE
Doorndeel 236 Theunissen RE
----------------------------------------------------------------------------------
AREA EQ AREA
OPERATION (HA) (HA) RIGHTS HELD COMMENTS
----------------------------------------------------------------------------------
4# 856.5320 Surface
----------------------------------------------------------------------------------
Beatrix Mine 144.6974 Surface Evaporation system
----------------------------------------------------------------------------------
4# 176.1319 Surface
428.2660 Surface
428.2660 Surface
----------------------------------------------------------------------------------
Beatrix Mine 358.2998 Surface Evaporation system
----------------------------------------------------------------------------------
Beatrix Mine 92.5246 Surface Evaporation System
----------------------------------------------------------------------------------
Beatrix Mine 352.9192 Surface Evaporation System
----------------------------------------------------------------------------------
4# 0.7601 Surface
626.8749 Surface
----------------------------------------------------------------------------------
Beatrix Mine 1532.9778 Surface and all minerals
----------------------------------------------------------------------------------
Beatrix Mine 608.1670 Surface and 2/5 share in all
minerals
----------------------------------------------------------------------------------
Beatrix Mine 83.2941 Surface
282.9024 Surface
----------------------------------------------------------------------------------
Page 1 of 2
AREA EQ AREA
OPERATION REF TITLE FARM DISTRICT PORTION (HA) (HA) RIGHTS HELD COMMENTS
--------------------------------------------------------------------------------------------------------------------------
4# SHM/T1/22 T23132/2001 Toulon 368 Theunissen Farm 596.0920 Surface
--------------------------------------------------------------------------------------------------------------------------
4# SHM/T1/23 Helpmekaar 47 Theunissen 3 144.1193 Surface
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 601.6624 Surface
Zondersorg 342 Theunissen RE 366.6300 Surface
--------------------------------------------------------------------------------------------------------------------------
Beatrix Mine SHM/T1/24 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 17.7716 Surface
--------------------------------------------------------------------------------------------------------------------------
Page 2 of 2
BEATRIX MINING VENTURES LIMITED
ASSET REGISTER
YEAR ENDING 30 JUNE 2003
B. FREEHOLD ▇▇▇▇▇
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS
---------------------------------------------------------------------------------------
SHM/T2/01 T11110/1982 Welkom 6825 0.2386
---------------------------------------------------------------------------------------
SHM/T2/03 CRT3627/1952 Welkom(St Helena) 812 0.3181 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/04 CRT2853/1952 Welkom(St Helena) 805 0.2872
" 806 0.2012
" 807 0.2421
" 809 0.3239
" 816 0.3236
" 818 0.2974
" 820 0.2974
" 822 0.2974
" 853 0.1456 TRANSFERRED 1989
" 856 0.1487 SOLD FREEGOLD
" 858 0.1487 TRANSFERRED 1989
" 859 0.1456 TRANSFERRED 1989
" 882 0.1487
" 863 0.1487
" 865 0.1487 SOLD FREEGOLD
" 770 0.1487
" 772 0.1487
" 773 0.1487 SOLD FREEGOLD
" 774 0.1456
" 787 0.1456
" 798 0.1586
" 799 0.1586
" 800 0.1586
" 801 0.1586
" 804 0.1555
---------------------------------------------------------------------------------------
SHM/T2/06 CRT2851/1952 Welkom(St Helena) 580 0.1487
" 618 0.1487
" 637 0.1487 SOLD FREEGOLD
" 640 0.1456
" 643 0.1487
" 644 0.1487 SOLD FREEGOLD
" 676 0.1487
---------------------------------------------------------------------------------------
SHM/T2/08 CRT2413/1952 Welkom(St Helena) 817 0.2974
---------------------------------------------------------------------------------------
SHM/T2/09 CRT2412/1952 Welkom(St Helena) 663 0.1487
" 813 0.2465
" 814 0.2852 SOLD FREEGOLD
" 815 0.2691
" 819 0.2974
" 821 0.2974
" 824 0.2993
---------------------------------------------------------------------------------------
SHM/T2/10 CRT2411/1952 Welkom(St Helena) 648 0.1487 SOLD FREEGOLD
" 650 0.1487
" 651 0.1487 SOLD FREEGOLD
" 653 0.1456 SOLD FREEGOLD
" 654 0.1487
" 657 0.1487
" 659 0.1487 SOLD FREEGOLD
" 660 0.1487 SOLD FREEGOLD
" 661 0.1487 SOLD FREEGOLD
" 666 0.1487 SOLD FREEGOLD
" 667 0.1487 SOLD FREEGOLD
" 672 0.1487 SOLD FREEGOLD
" 680 0.1487 SOLD FREEGOLD
---------------------------------------------------------------------------------------
Page 1 of 23
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS
---------------------------------------------------------------------------------------
SHM/T2/10 CRT2411/1952 Welkom(St Helena) 682 0.1754
" 683 0.1487
" 684 0.1487 SOLD FREEGOLD
" 690 0.1487 SOLD FREEGOLD
" 691 0.1487 SOLD FREEGOLD
" 767 0.1487 TRANSFERRED 1988
" 769 0.1487
" 776 0.1487
" 777 0.1487
" RE 778 0.1298 SOLD FREEGOLD
" 779 0.1487
" 782 0.1487 SOLD FREEGOLD
" 783 0.1487
" 789 0.1487
" 790 0.1487 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/11 T4127/1952 Welkom(Bedelia) 2898 0.0937
" 2899 0.0937
" 2900 0.0937
" 3001 0.1004
" 3002 0.1004 SOLD FREEGOLD
" 3003 0.1004
---------------------------------------------------------------------------------------
SHM/T2/12 T4128/1952 Welkom(Bedelia) 3004 0.1004 SOLD FREEGOLD
" 3005 0.1004
" 3006 0.1004 SOLD FREEGOLD
" 3007 0.1004
" 3008 0.1004
" 3009 0.1004
---------------------------------------------------------------------------------------
SHM/T2/12 T4128/1952 Welkom(Bedelia) 3010 0.1004
" 3012 0.1004
" 3013 0.1004
" 3014 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/13 T4129/1952 Welkom(Bedelia) 3017 0.1004
" 3020 0.1004
" 3021 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/14 T4130/1952 Welkom(Bedelia) 2920 0.1004
" 2923 0.1004
---------------------------------------------------------------------------------------
SHM/T2/15 T4131/1952 Welkom(Bedelia) 2941 0.1004
---------------------------------------------------------------------------------------
SHM/T2/17 T4133/1952 Welkom(Bedelia) 2958 0.1004
" 2964 0.1004
" 2965 0.1004
---------------------------------------------------------------------------------------
SHM/T2/18 T4134/1952 Welkom(Bedelia) 2969 0.1004
" 2970 0.1004 SOLD FREEGOLD
" 2971 0.1004
" 2972 0.1004
" 3103 0.0937 SOLD FREEGOLD
" 3104 0.0937
" 3105 0.0937
---------------------------------------------------------------------------------------
SHM/T2/19 T4135/1952 Welkom(Bedelia) 3106 0.0937
" 3131 0.1004 SOLD FREEGOLD
" 3132 0.1004
" 3136 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/20 T4136/1952 Welkom(Bedelia) 3139 0.1004
" 3146 0.1004 SOLD FREEGOLD
" 3153 0.1004
" 3155 0.1004
---------------------------------------------------------------------------------------
SHM/T2/21 T4137/1952 Welkom(Bedelia) 3159 0.1004
" 3160 0.1004
" 3291 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
Page 2 of 23
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS
---------------------------------------------------------------------------------------
SHM/T2/21 T4137/1952 Welkom(Bedelia) 3294 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/22 T4138/1952 Welkom(Bedelia) 3300 0.1004
" 3302 0.1004 SOLD FREEGOLD
" 3303 0.1004
" 3305 0.1004 SOLD FREEGOLD
" 3306 0.1004
" 3310 0.1004
" 3316 0.1266 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/23 T4139/1952 Welkom(Bedelia) 3317 0.1233 SOLD FREEGOLD
" 3318 0.1233
" 3322 0.1165
" 3362 0.1004 SOLD TO FREEGOLD
" 3365 0.1004
" 3366 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/24 T4140/1952 Welkom(Bedelia) 3367 0.1004
" 3369 0.1004
" 3370 0.1004
" 3375 0.1004
" 3376 0.1004
---------------------------------------------------------------------------------------
SHM/T2/25 T4141/1952 Welkom(Bedelia) 3379 0.1004
" 3382 0.1004
" 3383 0.1004 SOLD FREEGOLD
" 3384 0.1004
" 3387 0.1004
---------------------------------------------------------------------------------------
SHM/T2/26 T4142/1952 Welkom(Bedelia) 3398 0.1004
---------------------------------------------------------------------------------------
SHM/T2/27 T4143/1952 Welkom(Bedelia) 3407 0.1004
" 3411 0.1004 SOLD FREEGOLD
" 3412 0.1004 SOLD FREEGOLD
" 3413 0.1004 SOLD FREEGOLD
" 3414 0.1004
---------------------------------------------------------------------------------------
SHM/T2/28 T4144/1952 Welkom(Bedelia) 2890 0.0937
" 2891 0.0937
" 2897 0.0937
---------------------------------------------------------------------------------------
SHM/T2/29 T4145/1952 Welkom(Bedelia) 2979 0.1004
" 2980 0.1004
" 2983 0.1004 SOLD FREEGOLD
" 2984 0.1004
" 2986 0.1004
" 2987 0.1004 SOLD FREEGOLD
" 2988 0.1004 SOLD FREEGOLD
" 2990 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/30 T4146/1952 Welkom(Bedelia) 3022 0.1004 SOLD FREEGOLD
" 3023 0.1004
" 3025 0.1004
" 3027 0.1004
" 3029 0.1004 SOLD FREEGOLD
" 3030 0.1004 SOLD FREEGOLD
" 3032 0.1004
" 3033 0.1004
---------------------------------------------------------------------------------------
SHM/T2/31 T4147/1952 Welkom(Bedelia) 3043 0.1004
" 3045 0.1004 SOLD FREEGOLD
" 3093 0.1071 SOLD FREEGOLD
" 3096 0.1071
" 3113 0.0937
" 3115 0.0937
" 3116 0.0937
" 3118 0.0937
---------------------------------------------------------------------------------------
Page 3 of 23
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS
---------------------------------------------------------------------------------------
SHM/T2/32 T4148/1952 Welkom(Bedelia) 3121 0.1051
" 3123 0.1004
" 3124 0.1004
" 3125 0.1004
" 3126 0.1004
" 3128 0.1004
---------------------------------------------------------------------------------------
SHM/T2/34 T4150/1952 Welkom(Bedelia) 3049 0.1004
" 3054 0.1004
" 3055 0.1004
" 3058 0.1004
" 3059 0.1004
---------------------------------------------------------------------------------------
SHM/T2/35 T4151/1952 Welkom(Bedelia) 3062 0.1004 SOLD FREEGOLD
" 3068 0.0937
" 3069 0.0937
" 3089 0.1071
" 3092 0.1071
" 3415 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/36 T2286/1955 Welkom(Bedelia) 2893 0.0937 SOLD FREEGOLD
" 2936 0.1004 SOLD FREEGOLD
" 2977 0.1051
" 2981 0.1004 SOLD FREEGOLD
" 2985 0.1004 SOLD FREEGOLD
" 2998 0.1004
" 2999 0.1004
" 3011 0.1004
---------------------------------------------------------------------------------------
SHM/T2/37 T2287/1955 Welkom(Bedelia) 3065 0.1051
" 3081 0.0937 SOLD FREEGOLD
" 3088 0.1071
" 3101 0.0937
" 3107 0.0937
" 3119 0.0984 SOLD FREEGOLD
" 3133 0.1004 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/38 T2288/1955 Welkom(Bedelia) 3016 0.1004
" 3019 0.1004
" 3028 0.1004 SOLD FREEGOLD
" 3036 0.1004
" 3038 0.1051 SOLD FREEGOLD
" 3040 0.1004
---------------------------------------------------------------------------------------
SHM/T2/39 T2289/1955 Welkom(Bedelia) 3050 0.1004
" 3056 0.1004
" 3057 0.1004
" 3060 0.1004
" 3064 0.1051
---------------------------------------------------------------------------------------
SHM/T2/40 T5472/1955 Welkom(Bedelia) 3052 0.1004
---------------------------------------------------------------------------------------
SHM/T2/41 T3737/1955 Welkom(Bedelia) RE 4134 0.0997
---------------------------------------------------------------------------------------
SHM/T2/43 T2272/1960 Welkom(Bedelia) 3000 0.1004
---------------------------------------------------------------------------------------
SHM/T2/44 T253/1960 Welkom(Bedelia) 3385 0.1004
---------------------------------------------------------------------------------------
SHM/T2/45 T6047/1960 Welkom(Bedelia) 2867 0.0937
" 2870 0.0937
" 2871 0.0937
" 2872 0.0937 SOLD FREEGOLD
" 2873 0.1157
" 2874 0.1157
" 2875 0.1157
" 2876 0.1157 TRANSFERRED 1988
" 3090 0.1071 SOLD FREEGOLD
" 3095 0.1071
---------------------------------------------------------------------------------------
Page 4 of 23
REF TITLE TOWNSHIP ERF NO EXTENT (HA) COMMENTS
---------------------------------------------------------------------------------------
SHM/T2/48 T3534/1961 Welkom(Bedelia) 2992 0.1435
---------------------------------------------------------------------------------------
SHM/T2/49 T4583/1965 Welkom(Bedelia) 3098 0.1071
" 3099 0.1071 SOLD FREEGOLD
" 3100 0.1496 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/50 T1100/1965 Welkom(Bedelia) 2864 0.1115 SOLD FREEGOLD
" 3079 0.0937
---------------------------------------------------------------------------------------
SHM/T2/52 T2529/1962 Naudeville 1 0.1427
" 2 0.1190
" 3 0.1190
" 733 0.1271
" 749 0.1249 SOLD FREEGOLD
" 765 0.1609 TRANSFERRED 1988
" 767 0.1249 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/53 T3857/1962 Naudeville 735 0.1249
---------------------------------------------------------------------------------------
SHM/T2/54 T2778/1965 Naudeville 736 0.1249
" 737 0.1309 SOLD FREEGOLD
" 763 0.1249
---------------------------------------------------------------------------------------
SHM/T2/55 T3316/1965 Naudeville 788 0.1249
" 782 0.1249 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/56 T5230/1962 Welkom(Bedelia) 2975 0.1051 SOLD FREEGOLD
" 2993 0.1435 SOLD FREEGOLD
" 2917 0.1051 SOLD FREEGOLD
" 2903 0.1560
" 2904 0.1560
" 2905 0.1560
" 2906 0.1560
" 527 0.1456
---------------------------------------------------------------------------------------
SHM/T2/57 T3097/1966 Naudeville 761 0.1249 SOLD FREEGOLD
" 771 0.1249
" 773 0.1249 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/58 T9551/1975 Naudeville 538 0.0854 SOLD FREEGOLD
" 539 0.0854 SOLD FREEGOLD
" 540 0.0854 SOLD FREEGOLD
" 541 0.0854
" 544 0.0854
" 545 0.0854
" 549 0.1164
" 551 0.1017 SOLD FREEGOLD
" 553 0.0854 SOLD FREEGOLD
" 558 0.0854 SOLD FREEGOLD
" 558 0.0854
" 560 0.0854 SOLD FREEGOLD
" 561 0.0854
" 563 0.0973
" 568 0.0882 SOLD FREEGOLD
" 577 0.0833 SOLD FREEGOLD
" 580 0.0833 TRANSFERRED 1988
" 581 0.0937 SOLD FREEGOLD
" 582 0.0937 SOLD FREEGOLD
" 583 0.0937 SOLD FREEGOLD
" 789 0.1393 SOLD FREEGOLD
" 790 0.1249 SOLD FREEGOLD
" 794 0.1011
" 797 0.1249 SOLD FREEGOLD
" 799 0.1239
" 800 0.0965 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/61 T15186/1981 Naudeville 798 0.1393 SOLD FREEGOLD
---------------------------------------------------------------------------------------
SHM/T2/62 T4568/1982 Naudeville 413 0.0876
---------------------------------------------------------------------------------------
Page 5 of 23
