exv4w15

TABLE OF CONTENTS


1	PARTIES	1
2	INTERPRETATION	1
3	INTRODUCTION	13
4	CONDITIONS PRECEDENT	13
5	MERGER NOTIFICATION TO COMPETITION AUTHORITIES	16
6	TRIGGER EVENT	16
7	SALE	17
8	PURCHASE CONSIDERATION	17
9	ESCROW ACCOUNT	18
10	PAYMENT OF THE PURCHASE CONSIDERATION	18
11	CARE AND MAINTENANCE	19
12	CLOSING	20
13	VALUE OF SPECIFIED ASSETS	21
14	REVIEW OF BUILDINGS, FIXED ASSETS AND EQUIPMENT AND INFRASTRUCTURE	22
15	BUSINESS LIABILITIES	22
16	REHABILITATION LIABILITIES	22
17	CONDUCT OF SOUTH BUSINESS AND MANAGEMENT	23
18	WARRANTIES BY THE SELLER	24
19	GENERAL WARRANTIES	25
20	EMBARGO	26
21	CONFIDENTIALITY	26
22	PUBLICITY	28
23	SUPPORT	29
24	BREACH	29
25	DISPUTE RESOLUTION	30
26	NOTICES AND DOMICILIA	31
27	BENEFIT OF THE AGREEMENT	32
28	APPLICABLE LAW AND JURISDICTION	32
29	GENERAL	33
30	COSTS	34
31	SIGNATURE	34

ANNEXURES


ANNEXURE “1”		: PLAN AND COORDINATES
ANNEXURE “2”		: IMMOVABLE PROPERTY
ANNEXURE “3”		: SPECIFIED ASSETS
ANNEXURE “4”		: SURFACE RIGHT PERMITS
ANNEXURE “5”		: OLD ORDER MINING RIGHT

Page 1

WHEREBY THE PARTIES AGREE AS FOLLOWS —

PARTIES

1.1		Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation); and

1.2		Harmony Gold Mining Company Limited.

INTERPRETATION

2.1

In this Agreement —

2.1.1		clause headings are for convenience only and are not to be used in its interpretation;

2.1.2		an expression which denotes —

2.1.2.1		any gender includes the other genders;

2.1.2.2		a natural person includes a juristic person and vice versa; and

2.1.2.3		the singular includes the plural and vice versa.

2.2

In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings —

2.2.1		“Administration Expenses Agreement” means the written agreement entered into between the Purchaser and the Seller on 7 August 2009 in terms of which the Purchaser agreed to pay the Seller an amount of R5,000,000 (five million rand) in respect of certain expenses to be incurred by the Seller;

2.2.2		“AFSA” means the Arbitration Foundation of Southern Africa;

2.2.3		“Agreement” means this sale of assets agreement;

2.2.4		“Applicable Date” means 7 August 2009;

2.2.5		“Buildings” means all buildings located on the Immovable Property, the Surface Right Permits and the Servitudes and all fixtures, fittings and contents therein as at the Applicable Date;

2.2.6		“Business” means the gold mining, processing and related business carried on by the Seller under the name and style of “President Steyn Gold Mine” prior

		to the Signature Date, which business included the operation of the Steyn Shafts;

2.2.7		“Business Liabilities” means all liabilities of whatsoever nature or kind, and wherever and howsoever arising, of the Seller other than the Rehabilitation Liabilities;

2.2.8		“Care and Maintenance” means all care and maintenance reasonably necessary in respect of the Sale Assets which shall include, inter alia —

2.2.8.1		the continuation of all water pumping activities at Steyn 9 Shaft (previously known as Freddies 9 Shaft) so as to ensure that there is no build-up of water in the shaft;

2.2.8.2		the continuation of the dewatering of Steyn 9 Shaft (previously known as Freddies 9 Shaft) so as to ensure that the water level remains below the 57 level pump station;

2.2.8.3		the continuation of the dewatering of Steyn 3 Shaft (previously known as Loraine 3 Shaft) between 71 and 75 level, so as to allow for the future recommissioning of the pump station on 74 level;

2.2.8.4		the continuation of the dewatering of Steyn 3 Shaft (previously known as Loraine 3 Shaft) so as to ensure that the water level remains below the 73 level station footwall; and

2.2.8.5		the provision of all necessary security services to ensure that the Sale Assets are secure and cannot be accessed by unauthorised persons;

2.2.9		“Companies Act” means the Companies Act, 1973;

2.2.10		“Competition Act” means the Competition Act, 1998;

2.2.11		“Competition Authorities” means the commission established pursuant to Chapter 4, Part A of the Competition Act or the tribunal established pursuant to Chapter 4, Part B of the Competition Act or the appeal court established pursuant to Chapter 4, Part C of the Competition Act, as the case may be;

2.2.12		“Condition Precedent Fulfilment Date” the date on which the last of the Conditions Precedent has been fulfilled or waived, as the case may be;

2.2.13		“Conditions Precedent” means the conditions precedent set out in clause 4.1;

2.2.14		“Deed of Cession” means a notarial deed of cession of the New Order Mining Right prepared by the Purchaser’s Attorneys;

2.2.15		“DMR” means the Department of Mineral Resources of the Government of the Republic of South Africa;

2.2.16		“Effective Date” means if there has been -

2.2.16.1.1		no deterioration or damage as contemplated in clause 14.1, the 2^nd (second) business day after the Measurement Date; or

2.2.16.1.2		deterioration or damage as contemplated in clause 14.1, the 2^nd (second) business day after the later of the Measurement Date and the date of determination of the cost of restoration in terms of clause 14.1;

2.2.17		“Employees” means all employees of the Seller who are employed exclusively or predominantly in respect of the South Business, other than the Management Employees;

2.2.18		“Equipment and Infrastructure” means all equipment, infrastructure, spares and inventory owned and used by the Seller in or in connection with the South Business —

2.2.18.1		whether above or below the surface, and which was situated on or below the South Business Area as at the Applicable Date; and/or

2.2.18.2		which is held by contractors or service suppliers for repair, refurbishment or reconditioning;

2.2.19		“Fixed Assets” means all assets owned by the Seller in addition to the Buildings, the Equipment and Infrastructure and the Immovable Property, used in or in connection with the South Business, whether above or below the surface, and which were situated on or below the South Business Area as at the Applicable Date;

2.2.20		“Gold Work-in-Progress” means all gold bearing material derived from the South Business which had not yet been processed and sold as at the Applicable Date;

2.2.21		“Immovable Property” means the immovable property owned by the Seller and used in connection with the South Business, details of which are listed in

		annexure “2”;

2.2.22		“Income Tax Act” means the Income Tax Act, 1962;

2.2.23		“Independent Auditors” means such independent auditors as may be agreed between the Seller and the Purchaser, or failing agreement within 48 (forty eight) hours from the date of a request by either Party for such agreement, appointed by the Executive President for the time being of the South African Institute of Chartered Accountants from one of the 4 (four) largest (based on number of partners) independent firms of auditors in South Africa at the time;

2.2.24		“Intellectual Property” means all patents, registered and unregistered trade marks, service marks, copyright, designs and applications for any of the aforegoing in any part of the world, and any know-how, trade secrets and data associated with any of the aforegoing owned by the Seller and used in or in connection with the South Business;

2.2.25		“Labour Relations Act” means the Labour Relations Act, 1995;

2.2.26		“Liquidators” means the provisional liquidators of the Seller being Allan David Pellow, Barend Peterson, Deon Marius Botha, Enver Mohammed Motala, Gavin Cecil Gainsford and Johan Engelbrecht;

2.2.27		“Management Employees” means all management level employees of the Seller who are employed exclusively or predominantly in respect of the South Business;

2.2.28		“Management Termination Agreements” means written agreements in terms of section 197(6) of the Labour Relations Act entered or to be entered into between the Seller, the Purchaser, Avgold Limited and the Management Employees, in terms of which the employment of the Management Employees with the Seller will be terminated for operational reasons with effect from a date which is prior to the Effective Date, and the Management Employees waive all of their rights and claims against the Purchaser’s Group under sections 197 and 197A of the Labour Relations Act arising pursuant to the Sale;

2.2.29		“Measurement Date” means —

2.2.29.1

the 2^nd (second) business day immediately succeeding the day on which

		the last of the Conditions Precedent has been fulfilled or waived, as the case may be; or

2.2.29.2		if the Purchaser has indicated to the Seller at any time on or before the date referred to in clause 2.2.29.1 that it is of the view that any of the Specified Assets has been removed from the South Business Area, the 2^nd(second) business day immediately succeeding the day on which the value of such Specified Asset(s) is agreed or determined in accordance with the provisions of clause 13.1;

2.2.30		“Merger Notification” means the merger notice which may be submitted to the Competition Authorities as contemplated in clause 5;

2.2.31		“Mining Titles Office” means the Mining Titles Office contemplated in section 2 of the Mining Titles Registration Act, 1967;

2.2.32		“Minister” means the Minister of Mining;

2.2.33		“MPRDA” means the Mineral and Petroleum Resources Development Act, 2002;

2.2.34		“New Order Mining Right” means the mining right into which it is intended that the Old Order Mining Right will be converted in terms of clause 4.1.4;

2.2.35		“North Business” means the “North Business” as defined in the North Sale Agreement;

2.2.36		“North Sale Agreement” means a written agreement entered or to be entered into between Avgold Limited and the Seller in terms of which Avgold Limited acquires the gold mining, processing and related business owned by the Seller and known as “President Steyn North Division”;

2.2.37		“Old Order Mining Right” means all existing mineral rights, mining leases, mining licences, surface right permits and other mining rights held by the Seller and which were used in connection with the South Business prior to the Signature Date, including those listed in annexure “4”;

2.2.38		“Parties” means the parties to this Agreement;

2.2.39		“Plant Sale Agreement” means a written agreement entered or to be entered into between the Purchaser and the Seller in terms of which the Purchaser acquires the PSGM Plant and associated assets;

2.2.40		“Prime Rate” means the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year irrespective of whether or not the year is a leap year, from time to time published by Absa Bank Limited as being its prime overdraft rate, as certified by any representative of that bank whose appointment and designation it will not be necessary to prove;

2.2.41		“PSGM Plant” means the gold processing plant owned by the Seller, situated on the Immoveable Property and known as the “PSGM Plant”;

2.2.42		“Purchase Consideration” means the amount payable by the Purchaser to the Seller for the Sale Assets in terms of this Agreement, details of which are set out in clause 8;

2.2.43		“Purchaser” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.2.44		“Purchaser’s Attorneys” means Cliffe Dekker Hofmeyr Incorporated, registration number 2008/018923/21, a limited liability private company duly incorporated in the Republic of South Africa;

2.2.45		“Purchaser’s Group” means the Purchaser and its subsidiaries;

2.2.46		“Rehabilitation Fund” means the President Steyn Rehabilitation Trust, Master’s Reference Number IT 1829/1998, a trust duly established in the Republic of South Africa;

2.2.47		“Rehabilitation Liabilities” means the Seller’s obligations to rehabilitate all environmental disturbances, including health and pollution, and degradation existing within the South Business Area (including any object and/or thing beneath the South Business Area), which obligations arose prior to the Effective Date, and shall include —

2.2.47.1		all restoration, anti-pollution measures, anti-flooding measures, making safe, rehabilitation, compliance with the terms of any rehabilitation plans and/or programs approved by the DMR; and

2.2.47.2		all compliance with all lawful directives of all regulatory authorities;

2.2.48

“Related Agreements” means the Waste Rock Dump Sale Agreement, the Plant Sale Agreement and the North Sale Agreement;

2.2.49		“Sale” means the sale by the Seller of the Sale Assets to the Purchaser in terms of this Agreement;

2.2.50		“Sale Assets” means all the assets owned by the Seller and used in or in connection with the South Business, including —

2.2.50.1		the Buildings;

2.2.50.2		the Gold Work-in-Progress;

2.2.50.3		the Equipment and Infrastructure;

2.2.50.4		the Fixed Assets;

2.2.50.5		the Immovable Property;

2.2.50.6		the Intellectual Property;

2.2.50.7		the New Order Mining Right;

2.2.50.8		the South Steyn Shafts;

2.2.50.9		the Stock;

2.2.50.10		all information and technical data relating to the South Business Area, including geology reports, drill cores and the like;

2.2.50.11		all ore stockpiles; and

2.2.50.12		all prepaid expenses and deposits made in connection with the South Business,

		but specifically excluding the PSGM Plant;
2.2.51		“Seller” means Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation), registration number 1998/019764/07, a limited liability private company duly incorporated in the Republic of South Africa, duly represented herein by the Liquidators;

2.2.52		“Seller’s Designated Account” means the bank account nominated by the Seller, the details of which are set out below, or such other account as the Seller may designate in writing on 5 (five) business days notice to the Purchaser —


Name of Account:		Pamodzi Gold Free State (Proprietary) Limited (In Liquidation)

Bank:		Absa Bank Limited

Branch:		Auckland Park

Branch Code:		632005

Account Number:		407 451 2528

2.2.53		“Servitudes” means all servitudes granted to and used by the Seller in connection with the Sale Assets, or which relate in any way to the Sale Assets, and which are capable of being transferred by the Seller to the Purchaser;

2.2.54		“Signature Date” means the date of signature of this Agreement by the Party fast signing;

2.2.55		“South Business” means the gold mining, processing and related business carried on by the Seller under the name and style of “President Steyn South Division” prior to the Signature Date, which business included the operation of the South Steyn Shafts;

2.2.56		“South Business Area” means the area outlined in green and labelled “MINING LEASE AREA” on the plan annexed hereto as annexure “1”, which area is depicted by the coordinates listed in annexure “1”;

2.2.57		“South Steyn Shafts” means the gold mines known as Steyn 1 Shaft and Steyn 2 Shaft and the ventilation shaft known as Steyn 1A Shaft;

2.2.58		“Specified Assets” means the assets listed in annexure “3”, which form part of the Sale Assets, photographs of which were taken on the Applicable Date and are contained on 2 (two) identical compact discs signed by the Parties on the Signature Date and held in escrow by each of the Purchaser’s Attorneys and Knowles Husain Lindsay Attorneys;

2.2.59		“Steyn Shafts” means the gold mines known as Steyn 1 Shaft, Steyn 2 Shaft Steyn 3 Shaft (previously known as Lorraine 3 Shaft), Steyn 7 Shaft (previously known as Freddies 7 Shaft) and Steyn 9 Shaft (previously known as Freddies 9 Shaft) and the ventilation shafts known as Steyn 1A Shaft, Steyn 4 Shaft (previously known as Loraine 4 Shaft) and Steyn 8 Shaft (previously known as Freddies 8 Shaft);

2.2.60		“Stock” means the stock-in-trade of the Seller relating to the South Business at the Applicable Date, comprising —

2.2.60.1		raw materials;

2.2.60.2		packaging materials;

2.2.60.3		work in progress;

2.2.60.4		finished products; and

2.2.60.5		spares and consumables,

		and includes all Stock in transit to and from the Seller, Stock held on consignment by third parties and Stock held for reworking or processing by third parties;

2.2.61		“Surface Right Permits” means the surface right permits held by the Seller, details of which are contained in annexure “2”;

2.2.62		“Supporting Documentation” means the initial environmental management plan(s), mine works programme(s), social and labour plan(s) and other documents submitted by or on behalf of the Seller in support of its application to convert the Old Order Mining Right into the New Order Mining Right;

2.2.63		“Termination Agreements” means the Union Termination and Recall Agreement and the Management Termination Agreements;

2.2.64		“Trigger Event” means the occurrence of 1 (one) or more of the following —

2.2.64.1		any of the Termination Agreements not being unconditional in all respects;

2.2.64.2		any of the Termination Agreements not being of full force and effect for any reason whatsoever;

2.2.64.3		any of the Termination Agreements having been amended or varied in any way whatsoever without the Purchaser’s prior written consent;

2.2.64.4		the water level in Steyn 9 Shaft (previously known as Freddies 9 Shaft) having increased to such an extent that the 57 level pump station is not fully operational in accordance with its specifications;

2.2.64.5		the water level in Steyn 3 Shaft (previously known as Loraine 3 Shaft) having increased to such an extent that the 69.5 level pump station is no longer able to pump water to 56 level at the same rate as it did prior to the Seller being placed in provisional liquidation;

2.2.64.6		any of the Specified Assets, which has a value (as agreed or determined in accordance with the provisions of clause 13) of R18,000,000 (eighteen million rand) or more, having been removed from the South Business Area;

2.2.64.7		Specified Assets, which have an aggregate value (as agreed or determined in accordance with the provisions of clause 13) of R10,000,000 (ten million rand) or more, having been removed from the South Business Area;

2.2.64.8		the Seller being in breach of this Agreement or having failed to comply with any of its obligations under this Agreement which are required to have been complied with as at the Measurement Date;

2.2.64.9		any amendments having been made to the Supporting Documentation without the Purchaser’s prior written approval; and

2.2.64.10		any one or more events, circumstances, conditions or changes which result in, or which will result in, individually or in the aggregate, a material adverse impact on the Sale Assets and which has reduced, or will reduce, the value of the Sale Assets on a permanent basis by at least R18,000,000 (eighteen million rand), provided that any changes in market conditions, of whatsoever nature or kind, including fluctuations in interest rates and commodity prices and changes in the availability of products, shall not constitute a Trigger Event and shall not be taken into account in any manner in determining any reduction in the value of the Sale Assets;

2.2.65

“Union Termination and Recall Agreement” means a written agreement(s) in terms of section 197(6) of the Labour Relations Act entered or to be entered into between the Seller, the Purchaser, Avgold Limited and the appropriate person(s) or body(ies) referred to in section 189(1) of the Labour Relations Act in respect of the Employees (“Authorised Person”), in terms of which the —

2.2.65.1		Authorised Person agrees to the termination of the Employees’ employment with the Seller for operational reasons with effect from a date which is prior to the Effective Date, and waives all of the Employees’ and, where applicable, the Authorised Person’s, rights and claims against the Purchaser’s Group under sections 197 and 197A of the Labour Relations Act arising pursuant to the Sale; and

2.2.65.2		Purchaser or Avgold Limited, as the case may be, agrees to recall some or all of the Employees on and subject to specified terms and conditions;

2.2.66		“VAT” means value-added tax as levied from time to time in terms of the VAT Act;

2.2.67		“VAT Act” means the Value-Added Tax Act, 1991;

2.2.68		“Warranties” means the warranties expressly given by the Seller to the Purchaser in terms of this Agreement; and

2.2.69		“Waste Rock Dump Sale Agreement” means a written agreement entered or to be entered into between Harmony and the Seller in terms of which Harmony acquires the waste rock dump owned by the Seller and known as “Freddies 9 Shaft Waste Rock Dump”.

2.3		Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 1 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

2.4		Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

2.5		Subject to clauses 2.6, 2.8 and 2.17, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

2.6		The terms “holding company” and “subsidiary” shall bear the meanings assigned thereto in the Companies Act.

2.7		A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

2.8		Reference to “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time. Any reference to “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time.

2.9		Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

2.10		Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

2.11		No provision herein shall be construed against or interpreted to the disadvantage of a Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision.

2.12		The Parties, unless specifically otherwise provided, shall be deemed to be contracting as principals and not as agents.

2.13		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.

2.14		The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

2.15		Whenever any person is required to act “as an expert and not as an arbitrator” in terms of this Agreement, then —

2.15.1		the determination of the expert shall (in the absence of manifest error) be final and binding;

2.15.2		subject to any express provision to the contrary, the expert shall determine the liability for his or its charges, which shall be paid accordingly;

2.15.3		the expert shall be entitled to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair or unreasonable;

2.15.4		the expert shall consult with the relevant Parties (provided that the extent of the expert’s consultation shall be in his or its sole discretion) prior to rendering

		a determination; and

2.15.5		having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question.

2.16		Any reference in this Agreement to “this Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

2.17		This Agreement incorporates the annexures which annexures shall have the same force and effect as if set out in the body of this Agreement. In this Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

INTRODUCTION

3.1		The Seller is the beneficial, and where applicable registered, owner of the Sale Assets.

3.2		The Purchaser wishes to purchase the Sale Assets and the Seller wishes to sell the Sale Assets to the Purchaser on the terms and conditions herein contained.

3.3		The Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto.

CONDITIONS PRECEDENT

4.1

Save for clauses 1 to 5, clauses 11, 14 and 17 and clauses 19 to 31 (both inclusive) all of which will become effective immediately, this Agreement is subject to the fulfilment of the Conditions Precedent that —

4.1.1		by not later than 17h00 on 30 October 2009, the Purchaser has entered into a written agreement with Eskom Limited providing for the supply of electricity to the South Business and the North Business with an aggregate baseline of no less than what was approved by Eskom Limited for the South Business and the North Business prior to the Seller being placed in provisional liquidation;

4.1.2		by not later than 17h00 on 30 October 2009, the Purchaser is satisfied, acting reasonably, that all necessary steps have been taken and documents signed so as to ensure that the Surface Right Permits and Servitudes can be

		transferred to the Purchaser, and such transfers can, to the extent necessary, be registered in the Mining Titles Office, forthwith after the Effective Date;

4.1.3		by not later than 17h00 on 21 December 2009, the Sale (to the extent necessary) has been unconditionally approved by the Competition Authorities in terms of the Competition Act, or conditionally approved on terms and conditions acceptable to the Purchaser;

4.1.4		by not later than 17h00 on 29 January 2010, the Old Order Mining Right has been converted into the New Order Mining Right in terms of Item 7 of Schedule II to the MPRDA;

4.1.5		by not later than 17h00 on 29 January 2010, the Minister has granted approval for the transfer of the New Order Mining Right from the Seller to the Purchaser in terms of section 11 of the MPRDA and the Deed of Cession has been executed;

4.1.6		by not later than 17h00 on 29 January 2010, each of the DMR and the South African Revenue Service has, to the extent necessary, granted its approval for the transfer of the amount referred to in clause 16.2 from the Rehabilitation Fund to the Harmony Gold Environmental Trust Fund;

4.1.7		by not later than 17h00 on 18 September 2009, The Industrial Development Corporation of Southern Africa Limited has consented to the Sale and the Seller has provided the Purchaser with written proof of such consent in a form and substance acceptable to the Purchaser;

4.1.8		by not later than 17h00 on 18 September 2009, the North Gauteng High Court, Pretoria has approved the Sale;

4.1.9		by not later than 17h00 on 29 January 2010, the North Sale Agreement has been entered into and has become unconditional in accordance with its terms, save insofar as it is conditional on this Agreement becoming unconditional;

4.1.10		by not later than 17h00 on 8 September 2009, the Union Termination and Recall Agreement has been entered into;

4.1.11		by not later than 17h00 on 20 November 2009, the Management Termination Agreements have been entered into and have become unconditional in all respects; and

4.1.12		by not later than 17h00 on 20 November 2009, a certificate of registration has

		been granted to the Purchaser in respect of the Sale Assets under the National Nuclear Regulator Act, 1999.

4.2		The Parties shall use their commercially reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Conditions Precedent as soon as reasonably possible after the Signature Date.

4.3		In the event that the Purchaser is of the view, acting reasonably, that it will not be possible to fulfil the Conditions Precedent set out in clauses 4.1.4 and 4.1.5 either timeously or at all, the Seller undertakes to take all such steps and do all such things as are within its power to procure that, subject to the fulfilment of the remaining Conditions Precedent, the Purchaser becomes the holder of a mining right granted under the MPRDA in respect of the same area as is covered by the Old Order Mining Right, and this Agreement will be deemed to have been amended accordingly.

4.4		The Conditions Precedent set out in —

4.4.1		clauses 4.1.1, 4.1.2, 4.1.4, 4.1.5, 4.1.6, 4.1.7, and 4.1.9 to 4.1.12 (both inclusive) have been inserted for the benefit of the Purchaser which will be entitled to waive fulfilment of any of the said Conditions Precedent, in whole or in part, on written notice to the Seller prior to the expiry of the relevant time periods set out in those clauses; and

4.4.2		clauses 4.1.3 and 4.1.8 are not capable of being waived.

4.5		The Purchaser shall be entitled to extend the date for fulfilment of all or any of the Conditions Precedent on written notice to the Seller, provided that no such extension in respect of any Condition Precedent shall be more than 60 (sixty) business days in the aggregate.

4.6		Unless all the Conditions Precedent have been fulfilled or waived, as the case may be, by not later than the date for fulfilment thereof set out above (or such later date/s as may be extended in terms of clause 4.5 or as may be agreed between the Parties in writing) the provisions of this Agreement, save for clauses 1 to 5, clauses 11 and 17 and clauses 19 to 31 (both inclusive) which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Conditions Precedent, save for any claims arising from a breach of clause 4.2.

MERGER NOTIFICATION TO COMPETITION AUTHORITIES

5.1		It is recorded that the Sale will result in a change in control, as contemplated by Chapters 3 of the Competition Act, which will require the approval of the Competition Authorities prior to this Agreement being implemented.

5.2		The Parties shall as soon as reasonably possible after the Signature Date and in any event by not later than 20 (twenty) business days after the Signature Date jointly instruct the Purchaser’s Attorneys to prepare and submit a merger notice in respect of the Sale to the Competition Authorities in terms of the Competition Act, for approval.

5.3		The Parties shall procure that the Merger Notification is submitted to the Competition Authorities as soon as possible after the Signature Date.

5.4		Each of the Parties shall —

5.4.1		sign all documents and expeditiously provide all necessary information upon being required to do so;

5.4.2		use its commercially reasonable endeavours and shall take all such steps and render all such assistance as may be reasonably necessary to procure that the Merger Notification is properly prepared and duly submitted within the time period specified in clause 5.3; and

5.4.3		do everything required by the Competition Authorities in order to enable the Merger Notification to be dealt with, to the extent that it is within its power to do so.

5.5

The Purchaser shall pay the costs of and associated with the filing of the Merger Notification. These costs shall include the filing fee payable in connection with the filing of the Merger Notification and the legal fees of the Purchaser’s Attorneys for the preparation and submission of the Merger Notification but shall exclude each Party’s other legal costs associated with the preparation of such Merger Notification (if any), which costs will be for each Party’s own account.

TRIGGER EVENT

6.1

Notwithstanding the fulfilment or waiver of the Conditions Precedent, the Purchaser shall not be obliged to pay the Purchase Consideration or proceed with the Sale, and shall be entitled to terminate this Agreement on written notice to the Seller, in the event that a Trigger Event has occurred at any time on or

		before the Measurement Date.

6.2		In the event that the Purchaser terminates this Agreement in accordance with the provisions of clause 6.1, the status quo ante will be restored as near as may be possible and, without prejudice to the Parties’ rights in terms of clause 24, neither of the Parties will have any claim against the other arising from such termination.

SALE

7.1		The Seller hereby sells to the Purchaser which hereby purchases the Sale Assets.

7.2		Notwithstanding the Signature Date, the Sale will take place on the Effective Date and ownership of and risk in and benefit attaching to the Sale Assets will, against payment of the amounts due and payable in terms of clause 10.1.1, pass to the Purchaser on the Effective Date.

7.3		Possession and effective control of the Sale Assets will be given to the Purchaser on the Effective Date.

7.4		Ownership of the Immovable Property will pass to the Purchaser on registration of transfer.

8		PURCHASE CONSIDERATION

		The Purchase Consideration is an amount equal to R180,000,000 (one hundred and eighty million rand), less —

8.1		the value (as agreed or determined in accordance with the provisions of clause 13) of any of the Specified Assets which have been removed from the South Business Area at any time on or before the Effective Date;

8.2		the aggregate of the cost of restoration of the Buildings, Fixed Assets and Equipment and Infrastructure as agreed or determined in accordance with the provisions of clause 14.1;

8.3		any amount deducted by the Purchaser in terms of clause 11.3; and

8.4		any amount paid by the Purchaser, or any member of the Purchaser’s Group, in consultation with and for and on behalf of the Seller and/or the Liquidators (other than in terms of the Administration Expenses Agreement) at any time prior to the Effective Date and which has not been repaid or deducted from the purchase consideration payable under the Waste Rock Dump Sale Agreement, the Plant

Sale Agreement or the North Sale Agreement,

		plus VAT thereon.

9		ESCROW ACCOUNT

9.1

On the 1^st (first) business day after the later of the payment of the respective purchase considerations under the Plant Sale Agreement and the Waste Rock Dump Sale Agreement to the Seller, the Purchaser shall be obliged to pay an amount of R180,000,000 (one hundred and eighty million rand) (“Escrow Amount”) to the Purchaser’s Attorneys with instructions that they —

9.1.1		invest the Escrow Amount in an interest bearing trust account, with interest accruing for the benefit of the Purchaser, for a maximum period of 6 (six) months from the Signature Date; and

9.1.2		pay the amounts set out in clause 10 on the dates referred to therein to the Seller out of the Escrow Amount for and on behalf of the Purchaser and thereafter refund the balance of the Escrow Amount, plus all interest accrued thereon, to the Purchaser; or

9.1.3		repay the Escrow Amount, plus all interest accrued thereon, to the Purchaser in the event that the Effective Date has not occurred by the expiry of a period of 6 (six) months from the Signature Date.

9.2

The provisions of this clause 9 shall constitute an instruction by the Purchaser to the Purchaser’s Attorneys to invest the Escrow Amount in accordance with the provisions of section 78(2A) of the Attorney’s Act, 1979.

PAYMENT OF THE PURCHASE CONSIDERATION

10.1

The Purchase Consideration will be paid by the Purchaser against compliance by the Seller with the provisions of clause 12, as follows —

10.1.1		an amount equal to the Purchase Consideration less R6,632,167.96 (six million six hundred and thirty two thousand one hundred and sixty seven rand and ninety six cents), plus VAT thereon on the Effective Date; and

10.1.2		R6.632,167.96 (six million six hundred and thirty two thousand one hundred and sixty seven rand and ninety six cents), plus VAT thereon and interest at the Prime Rate less 3% (three percent) from the Effective Date until the day immediately preceding the date of payment, on the 2^nd (second) business day

after the transfer of the amount referred to in clause 16.2.

10.2

All payments to be made in terms of this Agreement will be made by electronic transfer of immediately available and freely transferable funds to the Seller’s Designated Account, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa.

CARE AND MAINTENANCE

11.1

The Seller undertakes to —

11.1.1		carry out the Care and Maintenance between the Signature Date and the Effective Date; and

11.1.2		procure that it has sufficient employees or contract workers to carry out its obligations in terms of clause 11.1.1.

11.2		The Seller hereby undertakes to apply reasonable standards generally applied in the South African mining industry in carrying out all Care and Maintenance between the Signature Date and the Effective Date.

11.3		If, at any time prior to the Effective Date, the Seller has insufficient funds to carry out all Care and Maintenance which the Purchaser deems appropriate, acting reasonably, the Purchaser shall be entitled to either —

11.3.1		procure that all Care and Maintenance is carried out at its expense and to deduct all amounts expended by it in respect thereof from the Purchase Consideration;

11.3.2		advance amounts to the Seller from time to time in order that the Seller is able to carry out all Care and Maintenance and to deduct all such amounts advanced to the Seller from the Purchase Consideration; or

11.3.3		terminate this Agreement on written notice to the Seller, in which event the Purchaser shall have no further obligations to the Seller arising out of this Agreement.

11.4

In addition to the Care and Maintenance, the Sellers hereby undertake to ensure that all —

11.4.1

of the Sale Assets are maintained so that, on the Effective Date, they will be in substantially same condition as they were on the Applicable Date; and

11.4.2

electronic information and records relating to the business is adequately secure and backed up so that all such information and records are available to the Purchaser on the Effective Date.

CLOSING

12.1

On the Effective Date representatives of the Parties shall meet at 10h00 at the offices of the Purchaser’s Attorneys or such other place as the Parties may agree, at which meeting the Seller will deliver to the Purchaser —

12.1.1		a tax invoice in respect of the Purchase Consideration;

12.1.2		all of the Sale Assets, by such mode of actual or constructive delivery as shall be appropriate in the circumstances; and

12.1.3		to the extent to which they exist, all books, records and other relevant documents pertaining solely to the South Business, provided that —

12.1.3.1		insofar as the Seller is obliged in law to retain any such book, record or document, it shall deliver a photocopy thereof to the Purchaser; and

12.1.3.2		if the Seller requires, at any time after the Effective Date, to make copies of or inspect any such book, record or document relating to any period prior to the Effective Date, in terms of or in order to comply with any law or other legal obligation, it shall be entitled to do so during normal business hours upon reasonable notice to the Purchaser.

12.2		The Seller hereby undertakes to sign and execute, upon request by the Purchaser, all such documents as may be required to procure, at the cost of the Purchaser, the transfer and, to the extent possible, the registration of the transfer of the Surface Right Permits, the Servitudes and any other Sale Assets into the name of the Purchaser.

12.3		The Seller hereby undertakes to sign and execute, upon request by the Purchaser, all such documents as may be required to procure, at the cost of the Purchaser, the transfer of all or any licences which the Seller holds in respect of any of the Sale Assets and/or the North Business.

12.4		The Parties may, by agreement in writing, dispense with a meeting on the Effective Date and may instead ensure delivery of the documents referred to in clause 12.1 and clause 12.2, and payment of the amount due and payable in terms of clause 10.1.1, in such other manner as they agree to be convenient.

12.5		Transfer of the immovable Property, the Surface Right Permits and the Servitudes into the name of the Purchaser shall be given to the Purchaser promptly after the Purchaser has paid the costs of and incidental to the transfer of the Immovable Property, the Surface Right Permits and the Servitudes into the name of the Purchaser. Transfer shall be effected by the Purchaser’s Attorneys. The Purchaser and the Seller shall on request from the Purchaser’s Attorneys, sign all documents required to be signed by the Purchaser’s Attorneys in order that transfer of the Immovable Property, the Surface Right Permits and the Servitudes may be effected.

12.6		Transfer of the New Order Mining Right into the name of the Purchaser shall be effected by the Purchaser’s Attorneys at the Purchaser’s cost. The Purchaser and the Seller shall on request from the Purchaser’s Attorneys sign all documents required to be signed by the Purchaser’s Attorneys in order that transfer of the New Order Mining Right may be effected.

12.7		If the Seller fails to sign and execute any document referred to in this clause 12 within 5 (five) business days of any written request therefor by the Purchaser, the Seller hereby irrevocably appoints the Purchaser as its attorney and agent in rem suam to do all such things and sign and execute any documents on its behalf to procure the relevant transfer or registration.

VALUE OF SPECIFIED ASSETS

13.1

The Specified Assets will be reviewed by the Parties on or as soon as possible after the Condition Precedent Fulfilment Date. Should any of the Specified Assets —

13.1.1		which has a value of R18,000,000 (eighteen million rand) or more; and/or

13.1.2		which have an aggregate value of R18,000,000 (eighteen million rand) or more,

		have been removed from the South Business Area since the Applicable Date, the cost of replacing such Specified Assets will be agreed between the Parties or, failing agreement within 48 (forty eight) hours, be determined by the Independent Auditors (acting as experts and not as arbitrators) at the request of either of the Parties.

13.2		If and to the extent that the Purchaser has not notified the Seller that it is of the view that any of the Specified Assets —

13.2.1		which has a value of R18,000,000 (eighteen million rand) or more; and/or

13.2.2		which have an aggregate value of R18,000,000 (eighteen million rand) or more,

has/have been removed from the South Business Area since the Applicable Date, within 10 (ten) business days of the Condition Precedent Fulfilment Date, there will be deemed not to have been any such removal.

REVIEW OF BUILDINGS, FIXED ASSETS AND EQUIPMENT AND INFRASTRUCTURE

14.1		The condition of the Buildings, the Fixed Assets and the Equipment and Infrastructure will be reviewed by the Parties on or as soon as possible after the Condition Precedent Fulfilment Date. Should the condition of any of the Buildings, the Fixed Assets or the Equipment and Infrastructure have deteriorated or been damaged (excluding fair wear and tear) since the Applicable Date, the cost of restoring such Buildings, Fixed Assets and/or Equipment and Infrastructure to the same condition as it was in on the Applicable Date will be agreed between the Parties or, failing agreement within 48 (forty eight) hours, be determined by the Independent Auditors (acting as experts and not as arbitrators) at the request of either of the Parties.

14.2		If and to the extent that the Purchaser has not notified the Seller that it is of the view that there has been deterioration or damage as contemplated in clause 14.1 within 10 (ten) business days after the Condition Precedent Fulfilment Date, there will be deemed not to have been any such deterioration or damage.

15		BUSINESS LIABILITIES

		The Seller hereby acknowledges and agrees that the Sale specifically excludes the Business Liabilities.

16		REHABILITATION LIABILITIES

16.1		The Seller hereby delegates the Rehabilitation Liabilities to the Purchaser, and the Purchaser hereby assumes the Rehabilitation Liabilities, with effect from the Effective Date.

16.2		The Seller will, as soon as possible after the Effective Date, and in any event by no later than 60 (sixty) business days thereafter, procure the transfer of an amount of R6,632,167.96 (six million six hundred and thirty two thousand one

		hundred and sixty seven rand and ninety six cents) from the Rehabilitation Fund to the Harmony Gold Environmental Trust Fund, together with 39.15% (thirty nine point one five percent) of any growth in such amount between the Signature Date and the date of transfer of the amount.

16.3		The Seller warrants that, as at 21 July 2009, the amount standing to the credit of the Rehabilitation Fund is not less than R16,940,402.96 (sixteen million nine hundred and forty thousand four hundred and two rand and ninety six cents).

CONDUCT OF SOUTH BUSINESS AND MANAGEMENT

17.1

The Seller shall procure that, from the Signature Date until the Effective Date, to the extent that all or any part of the South Business is carried on in any manner whatsoever that it will be carried on in substantially the usual and ordinary course, and the Seller shall not enter into any contract or commitment or do anything which, in any such case, is out of the ordinary or usual course of the South Business, without obtaining the prior written consent of the Purchaser, which consent may not be unreasonably withheld or delayed. In particular, but without limitation to the generality of the aforegoing, the Seller undertakes that from the Signature Date until the Effective Date it will not —

17.1.1		alter the existing nature or scope of the South Business;

17.1.2		manage the South Business otherwise than in accordance with its business and trading policies and practices up to the Signature Date, except as may be necessary to comply with any statutory changes;

17.1.3		remove any of the Sale Assets (or any part thereof) from the South Business Area for any reason whatsoever, or allow anyone else to so remove any of the Sale Assets (or any part thereof);

17.1.4		enter into any transaction in respect of or in connection with the South Business other than on arms’-length terms and for full and proper consideration;

17.1.5		dispose of or enter into any agreement to dispose of (whether by one transaction or by a series of transactions) the whole or any substantial or material part of the South Business;

17.1.6		incur or agree to incur any capital expenditure in respect of or in connection with the South Business other than in the normal course of business;

17.1.7		enter into or agree to enter into any joint venture, partnership or agreement or other venture in respect of or in connection with the South Business for the sharing of profits or assets;

17.1.8		enter into or agree to enter into any death, retirement, profit-sharing, bonus, share option, share incentive or other scheme for the benefit of any of the Employees or make any variation (including, but without limitation, any increase in the rates of contribution) to any such existing scheme or effect any keyman insurance;

17.1.9		commence, compromise or discontinue any legal, administrative, regulatory or arbitration proceedings (other than routine debt collection) in respect of or in connection with the South Business; or

17.1.10		make or agree to any amendment, variation, deletion, addition, renewal or extension to or of, terminate or give any notice or intimation of termination of or breach or fail to comply with the terms of any of the Material Contracts.

17.2		The Seller shall, between the Signature Date and the Effective Date, keep the Purchaser appraised of all and any material decisions which the Seller intends to make in respect of the South Business, it being specifically recorded and agreed that nothing in this clause 17 shall entitle the Purchaser to determine and/or materially influence any such material decision, it being recorded, for the avoidance of doubt, that the Purchaser shall not be entitled to manage and/or control the South Business or any part thereof, in any way before the Effective Date.

17.3		The Seller shall procure that the Purchaser and its employees, agents, representatives and advisers have full and unrestricted access to the Sale Assets at all times between the Signature Date and the Effective Date for planning purposes and to monitor compliance by the Seller with the provisions of clause 11.

17.4		The Seller shall, between the Signature Date and the Effective Date, deliver copies of all notices, reports, plans and correspondence created or received by it and/or the Liquidators and which materially affect the Sale Assets to the Purchaser.

WARRANTIES BY THE SELLER

18.1

The Seller hereby warrants to and in favour of the Purchaser that —

18.1.1		the Seller is the sole and beneficial owner of the Sale Assets (other than the Surface Right Permits) and the Liquidators have the right and are able to sell and give free and unencumbered title to the Sale Assets to the Purchaser;

18.1.2		the Seller is the beneficial holder of the Surface Right Permits, same being registered in the name of Free State Consolidated Gold Mines (Operations) Limited, and the Seller and the Liquidators will use their best endeavours to give free and unencumbered title to the Surface Right Permits to the Purchaser; and

18.1.3		subject to the fulfilment of the Conditions Precedent, no person has any right (whether pursuant to any option, right of first refusal or otherwise) to purchase or acquire (whether as security or otherwise) any of the Sale Assets other than the right to purchase trading stock in the normal course of business for value.

18.2

Each Warranty will —

18.2.1		be a separate Warranty and will in no way be limited or restricted by reference to or inference from the terms of any other Warranty or by any other words in this Agreement;

18.2.2		unless the context indicates a contrary intention, be given as at the Signature Date and the Effective Date; and

18.2.3		continue and remain in force notwithstanding the completion of the Sale.

18.3		It is recorded that the Purchaser has entered into this Agreement on the strength of the Warranties and on the basis that the Warranties will be correct on the Signature Date and the Effective Date.

18.4		Save for the Warranties and representations expressly given or made in this Agreement, no warranties or representations are given or made, in respect of the Sale Assets, or any other matter whatsoever, whether express, tacit or implied, and the Sale Assets are being sold on a voetstoots basis.

GENERAL WARRANTIES

19.1

Each of the Parties hereby warrants to and in favour of the other that —

19.1.1		it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

19.1.2		this Agreement constitutes an agreement valid and binding on it and

		enforceable against it in accordance with its terms;

19.1.3		the execution of this Agreement and the performance of its obligations hereunder does not and shall not —

19.1.3.1		contravene any law or regulation to which that Party is subject;

19.1.3.2		contravene any provision of that Party’s constitutional documents; or

19.1.3.3		conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

19.2

Each of the representations and warranties given by the Parties in terms of clause 19.1, shall —

19.2.1		be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;

19.2.2		continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and

19.2.3		prime facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

20		EMBARGO

		The Seller undertakes that during the period from the Signature Date to the Effective Date or until the failure of this Agreement to become unconditional in terms of clause 4 or to it being finally terminated for any reason (i.e. the termination is not, or is no longer, the subject of any dispute resolution process) it will not enter into any negotiation with, or seek to solicit any interest from, any third party in relation to the sale of the South Business, the Sale Assets or any part thereof, whether directly or indirectly.

21		CONFIDENTIALITY

21.1

The Parties undertake that during the operation of, and after the expiration, termination or cancellation of, this Agreement for any reason, they will keep confidential —

21.1.1

any information which a Party (“Disclosing Party”) communicates to the other Party (“Recipient”) and which is stated to be or by its nature is intended to be confidential;

21.1.2

all other information of the same confidential nature concerning the South Business or the business of a Disclosing Party which comes to the knowledge of the Recipient whilst it is engaged in negotiating the terms of this Agreement or after its conclusion, including —

21.1.2.1		details of the Disclosing Party’s financial structures and operating results; and

21.1.2.2		details of the Disclosing Party’s strategic objectives and planning.

21.2		If a Recipient is uncertain about whether any information is to be treated as confidential in terms of this clause 21, it shall be obliged to treat it as such until written clearance is obtained from the Disclosing Party.

21.3		Each Party undertakes, subject to clause 21.4, not to disclose any information which is to be kept confidential in terms of this clause 21, nor to use such information for its own or anyone else’s benefit.

21.4		Notwithstanding the provisions of clause 21.3, a Recipient shall be entitled to disclose any information to be kept confidential if and to the extent only that the disclosure is bona fide and necessary for the purposes of carrying out its duties in terms of this Agreement.

21.5		The obligation of confidentiality placed on the Parties in terms of this clause 21 shall cease to apply to a Recipient in respect of any information which —

21.5.1		is or becomes generally available to the public other than by the negligence or default of the Recipient or by the breach of this Agreement by the Recipient;

21.5.2		the Disclosing Party confirms in writing is disclosed on a non-confidential basis;

21.5.3		has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing at the Signature Date; or

21.5.4		is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose,

provided that —

21.5.5		the onus shall at all times rest on the Recipient to establish that information falls within the exclusions set out in clauses 21.5.1 to 21.5.4;

21.5.6		information will not be deemed to be within the foregoing exclusions merely because such information is embraced by more general information in the public domain or in the Recipient’s possession; and

21.5.7		any combination of features will not be deemed to be within the foregoing exclusions merely because individual features are in the public domain or in the Recipient’s possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient’s possession.

21.6

In the event that the Recipient is required to disclose confidential information of the Disclosing Party as contemplated in clause 21.5.4, the Recipient will —

21.6.1		advise the Disclosing Party thereof in writing prior to disclosure, if possible;

21.6.2		take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

21.6.3		afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings;

21.6.4		comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure; and

21.6.5		notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

PUBLICITY

22.1		Subject to clause 22.3, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including, where applicable, by the rules of any securities exchange on which the shares of either of the Parties, or the shares of a holding company of either of the Parties, may be listed) or permitted in terms of this Agreement, the nature, content or existence of this Agreement.

22.2		No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Party, save for any announcement or other statement required to be made in

		terms of the provisions of any law (or, where applicable, by the rules of any securities exchange on which the shares of either of the Parties, or the shares of a holding company of either of the Parties, may be listed), in which event the Party obliged to make such statement will first consult with the other Party in order to enable them in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to the other Party which has made an announcement of some nature in breach of this clause.

22.3		This clause 22 shall not apply to any disclosure made by a Party to its professional advisors or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.

23		SUPPORT

		The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

24		BREACH

24.1

If a Party (“Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 5 (five) business days (“Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (“Aggrieved Party”) will be entitled, at its option to —

24.1.1		claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance; or

24.1.2		cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice.

24.2

It is agreed that a breach of any of the Related Agreements by any of the parties to those agreements, and a failure to remedy any such breach in the time period provided therefor, shall ipso facto constitute a breach of this Agreement entitling

		either Party to exercise the rights set out in this clause 24, provided that the Party exercising such rights is not the party which is in breach of the relevant Related Agreement.

24.3		In the event that the —

24.3.1		Plant Sale Agreement is terminated as a result of the occurrence of a Trigger Event (as defined in that agreement); and/or

24.3.2		North Sale Agreement is terminated as a result of the occurrence of a Trigger Event (as defined in that agreement) or, at any time prior to the implementation of all or any part of the North Sale Agreement, in accordance with the provisions of clause 11.3.3 of that agreement,

		the Purchaser shall be entitled to forthwith terminate this Agreement on written notice to the Seller.

24.4		The Aggrieved Party’s remedies in terms of this clause 24 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

DISPUTE RESOLUTION

25.1		In the event of there being any dispute or difference between the Parties arising out of this Agreement, the said dispute or difference shall on written demand by either Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

25.2		Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties or failing agreement within 10 (ten) business days of the demand for arbitration, then either Party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the Parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the Parties.

25.3		Any Party may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

25.4		Nothing herein contained shall be deemed to prevent or prohibit either Party from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

25.5		Any arbitration in terms of this clause 25 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration,

25.6		This clause 25 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

25.7		The Parties agree that the written demand by either Party to the dispute in terms of clause 25.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

NOTICES AND DOMICILIA

26.1

The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the following telefax numbers —


Name	Physical Address	Telefax
Seller	c/o Knowles Husain Lindsay Attorneys 4^th Floor, The Forum 2 Maude Street Sandown, Sandton	+27 11 669 6299

Marked for the attention of: Ian Lindsay


Name	Physical Address	Telefax
Purchaser and Harmony	Block 27 Randfontein Office Park Corner Main Reef Road & Ward Avenue Randfontein	+27 11 684 0188

		Marked for the attention of: The Company Secretary

		provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address or telefax number in the Republic of

		South Africa by written notice to the other Party to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change.

26.2		All notices to be given in terms of this Agreement will be given in writing, in English, and will —

26.2.1		be delivered by hand or sent by telefax;

26.2.2		if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and

26.2.3		if sent by telefax during business hours, be presumed to have been received on the date of successful transmission of the telefax. Any telefax sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day.

26.3		Notwithstanding the above, any notice given in writing in English, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause.

26.4		The Parties record that whilst they may correspond via email during the currency of this Agreement for operational reasons, no formal notice required in terms of this Agreement, nor any amendment of or variation to this Agreement may be given or concluded via email.

27		BENEFIT OF THE AGREEMENT

		This Agreement will also be for the benefit of and be binding upon the successors in title and permitted assigns of the Parties or either of them.

28		APPLICABLE LAW AND JURISDICTION

28.1		This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

28.2		For the purpose of clause 25.4 or for the purpose of making the arbitration award an order of court, the Parties hereby consent and submit to the non-exclusive jurisdiction of the North Gauteng High Court, Pretoria in any dispute arising from

or in connection with this Agreement. The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event, subject to any specific determination by the Court, the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

GENERAL

29.1		This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties.

29.2		No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

29.3		No waiver of any of the terms and conditions of this Agreement will be binding or effectual for any purpose unless in writing and signed by the Party giving the same. Any such waiver will be effective only in the specific instance and for the purpose given. Failure or delay on the part of either Party in exercising any right, power or privilege hereunder will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

29.4		All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

29.5		Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by either Party

		without the prior written consent of the other Party, save as otherwise provided herein.

29.6		This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

30		COSTS

		Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Agreement. For the purposes of clarity and without limiting the generality of the aforegoing, it is agreed that the Purchaser shall bear all costs of and incidental to the fulfilment of the Conditions Precedent contained in clauses 4.1.3 and 4.1.12.

31		SIGNATURE

		Signed on behalf of the Parties, each signatory hereto warranting that he/she has due authority to do so.

SIGNED at SANDTON ON 8 SEPTEMBER 2009


	For and on behalf of PAMODZI GOLD FREE STATE (PROPRIETARY) LIMITED (IN PROVISIONAL LIQUIDATION)


	(UNDER POWER OF ATTORNEY) Signature Name of Signatory JOINT PROVISIONAL LIQUIDATORS Designation of Signatory


WESTRUST (PTY) LTD		P O BOX 10527
1^st FLOOR		JOHANNESBURG
41 CENTRAL STREET		2000
HOUGHTON		TEL: (011) 728 3222
2198

POWER OF ATTORNEY TO ADMINISTER ESTATES

I, the undersigned,

ALLAN DAVID PELLOW

do hereby nominate constitute and appoint

GAVIN CECIL GAINSFORD

In the following Estates :

Pamodzi Gold Free State (Pty) Limited (In Liquidation)
Master’s Reference No. T2258/09
Pamodzi Gold East Rand (Pty) Limited (In Liquidation)
Master’s Reference No. T2257/09

Irrevocably and in rem suam, jointly and severally with Power of Substitution, to be my lawful Attorney and Agent in my name, place and stead to appear before the Master of the High Court, or before any Magistrate, at his or their offices, likewise before any Commissioner, and to appear at all Meetings of Creditors to be held in Insolvent Estates and Companies in Liquidation and then and there, on my behalf to file and prove claims against the said Estate, to vote for me in the election of a Trustee or Liquidator, to accept appointments on my behalf, to administer the Estates and prepare and sign liquidation accounts, reports and any other documents and further to represent me in all matters or things relating to the administration of said Estates, including the right to vote on an Offer of Compromise and generally for effecting the purpose aforementioned to do or cause to be done whatsoever will be requisite, as fully and effectually, to all intents and purposes as I might or could do if personally present and acting herein; hereby ratifying, allowing and confirming and promising and agreeing to ratify, allow and confirm all and whatsoever my said Attorney or Agent shall lawfully do or cause to be done in the premises by virtue of these premises.

GIVEN UNDER MY HAND AT JOHANNESBURG THIS 19 DAY OF AUGUST 2009 in the presence of the undersigned witnesses.

WITNESSES:


1.


2.

MINING LEASE BOUNDARY COORDINATES PRESIDENT STEYN SOUTH


	LO 27				WGS 84 Lo 27				Latitude WGS 84						Longitude WGS 84
BEACON	Y		X		Y		X		dd		mm		ss.ssss		dd		mm		ss.ssss
11		21691.103		3100434.624		21726.821		3100727.568		28		1		13.6161		26		46		44.6591
71		22014.056		3100604.558		22049.774		3100897.502		28		1		19.1173		26		46		32.8256
72		22186.990		3099873.517		22222.708		3100166.461		28		0		55.3591		26		46		26.5446
73		22425.252		3099120.307		22460.970		3099413.251		28		0		30.8767		26		46		17.8748
74		23091.230		3097810.541		23126.948		3098103.485		27		59		48.2879		26		45		53.5909
75		23020.883		3096753.454		23056.601		3097046.398		27		59		13.9527		26		45		56.2397
76		22922.801		3096053.263		22958.519		3096346.207		27		58		51.2131		26		45		59.8780
77		22992.222		3095590.628		23027.940		3095883.572		27		58		36.1800		26		45		57.3702
C21		23075.772		3095592.320		23111.490		3095885.264		27		58		36.2298		26		45		54.3128
C20		23131.241		3095629.292		23166.959		3095922.236		27		58		37.4274		26		45		52.2805
C7		23161.222		3095630.363		23196.940		3095923.307		27		58		37.4603		26		45		51.1834
C6		23191.203		3095631.434		23226.921		3095924.378		27		58		37.4932		26		45		50.0863
C5		23232.241		3095662.292		23267.959		3095955.236		27		58		38.4930		26		45		48.5824
C4		23254.518		3095642.199		23290.236		3095935.143		27		58		37.8389		26		45		47.7687
C3		23283.241		3095616.292		23318.959		3095909.236		27		58		36.9955		26		45		46.7195
hn		23295.581		3095598.996		23331.299		3095891.940		27		58		36.4329		26		45		46.2692
C1		23907.528		3095620.116		23943.246		3095913.060		27		58		37.0798		26		45		23.8757
C19		23726.239		3096326.347		23761.957		3096619.291		27		59		0.0335		26		45		30.4582
C18		23574.074		3096284.644		23609.792		3096577.588		27		58		58.6885		26		45		36.0295
C17		23519.084		3096392.022		23554.802		3096684.966		27		59		2.1802		26		45		38.0341
C16		23394.907		3096325.675		23430.625		3096618.619		27		59		0.0328		26		45		42.5829
C15		23354.960		3096271.862		23390.678		3096564.806		27		58		58.2872		26		45		44.0485
C14		23318.689		3096271.394		23354.407		3096564.338		27		58		58.2743		26		45		45.3759
C13		23280.547		3096239.569		23316.265		3096532.513		27		58		57.2429		26		45		46.7739
C12		23260.423		3096181.303		23296.141		3096474.247		27		58		55.3514		26		45		47.5144
C11		23253.988		3096193.354		23289.706		3096486.298		27		58		55.7432		26		45		47.7490
C10		23208.805		3096101.899		23244.523		3096394.843		27		58		52.7752		26		45		49.4089
C9		23186.043		3095889.714		23221.761		3096182.658		27		58		45.8837		26		45		50.2568
C8		23125.342		3095918.506		23161.060		3096211.450		27		58		46.8229		26		45		52.4760
C25		23133.793		3095843.238		23169.511		3096136.182		27		58		44.3772		26		45		52.1720
C24		23135.272		3095800.946		23170.990		3096093.890		27		58		43.0033		26		45		52.1209
C23		23120.925		3095719.537		23156.643		3096012.481		27		58		40.3596		26		45		52.6516
C22		23111.275		3095677.426		23146.993		3095970.370		27		58		38.9922		26		45		53.0077
C21		23075.772		3095592.320		23111.490		3095885.264		27		58		36.2298		26		45		54.3128
77		22992.222		3095590.628		23027.940		3095883.572		27		58		36.1800		26		45		57.3702
Al		22925.562		3095587.542		22961.280		3095880.486		27		58		36.0839		26		45		59.8095
Bl		22924.404		3095626.136		22960.122		3095919.080		27		58		37.3377		26		45		59.8492
C		22871.203		3095636.264		22906.921		3095929.208		27		58		37.6700		26		46		1.7952
D		22772.880		3095592.960		22808.598		3095885.904		27		58		36.2694		26		46		5.3960
E		22765.565		3095566.124		22801.283		3095859.068		27		58		35.3981		26		46		5.6655
F		22743.569		3095565.061		22779.287		3095858.005		27		58		35.3649		26		46		6.4705
G		22724.384		3095613.337		22760.102		3095906.281		27		58		36.9343		26		46		7.1691
H		22666.240		3095601.792		22701.958		3095894.736		27		58		36.5628		26		46		9.2975
J		22603.240		3095598.792		22638.958		3095891.736		27		58		36.4692		26		46		11.6030
K		22518.241		3095575.792		22553.959		3095868.736		27		58		35.7273		26		46		14.7148
L		22344.240		3095569.792		22379.958		3095862.736		27		58		35.5429		26		46		21.0821


	LO 27				WGS 84 Lo 27				Latitude WGS 84						Longitude WGS 84
BEACON	Y		X		Y		X		dd		mm		ss.ssss		dd		mm		ss.ssss
M		22332.240		3095548.792		22367.958		3095841.736		27		58		34.8615		26		46		21.5227
N		22159.240		3095512.792		22194.958		3095805.736		27		58		33.7024		26		46		27.8554
O		22117.240		3095484.792		22152.958		3095777.736		27		58		32.7954		26		46		29.3941
P		22102.240		3095552.792		22137.958		3095845.736		27		58		35.0053		26		46		29.9384
Q		22080.240		3095551.792		22115.958		3095844.736		27		58		34.9741		26		46		30.7435
R		22079.299		3095560.613		22115.017		3095853.557		27		58		35.2607		26		46		30.7773
S		21920.264		3095555.552		21955.982		3095848.496		27		58		35.1058		26		46		36.5969
T		21919.240		3095607.792		21954.958		3095900.736		27		58		36.8028		26		46		36.6309
U		21906.240		3095656.792		21941.958		3095949.736		27		58		38.3954		26		46		37.1033
V		21895.240		3095670.792		21930.958		3095963.736		27		58		38.8508		26		46		37.5049
W		21760.653		3095550.473		21796.371		3095843.417		27		58		34.9502		26		46		42.4377
X		21704.240		3095515.792		21739.958		3095808.736		27		58		33.8269		26		46		44.5042
Y		21666.240		3095506.792		21701.958		3095799.736		27		58		33.5368		26		46		45.8952
Z		21674.494		3095547.791		21710.212		3095840.735		27		58		34.8682		26		46		45.5905
AA		21670.240		3095571.792		21705.958		3095864.736		27		58		35.6481		26		46		45.7446
BB		21628.240		3095581.792		21663.958		3095874.736		27		58		35.9754		26		46		47.2807
CC		21598.240		3095575.792		21633.958		3095868.736		27		58		35.7822		26		46		48.3789
DD		21590.240		3095562.792		21625.958		3095855.736		27		58		35.3604		26		46		48.6725
EE		21591.240		3095542.792		21626.958		3095835.736		27		58		34.7106		26		46		48.6372
FF		21568.240		3095542.792		21603.958		3095835.736		27		58		34.7120		26		46		49.4788
GG		21557.240		3095524.792		21592.958		3095817.736		27		58		34.1279		26		46		49.8825
HH		21517.240		3095525.792		21552.958		3095818.736		27		58		34.1627		26		46		51.3461
JJ		21498.240		3095531.792		21533.958		3095824.736		27		58		34.3587		26		46		52.0409
KK		21473.240		3095547.792		21508.958		3095840.736		27		58		34.8799		26		46		52.9546
LL		21372.240		3095547.792		21407.958		3095840.736		27		58		34.8858		26		46		56.6504
MM		21371.240		3095561.792		21406.958		3095854.736		27		58		35.3406		26		46		56.6860
NN		21361.240		3095558.792		21396.958		3095851.736		27		58		35.2438		26		46		57.0522
OO		21349.240		3095540.792		21384.958		3095833.736		27		58		34.6597		26		46		57.4924
PP		21333.240		3095486.792		21368.958		3095779.736		27		58		32.9065		26		46		58.0814
QQ		21305.240		3095489.792		21340.958		3095782.736		27		58		33.0055		26		46		59.1057
RR		21272.240		3095505.792		21307.958		3095798.736		27		58		33.5272		26		47		0.3122
SS		21220.240		3095512.792		21255.958		3095805.736		27		58		33.7576		26		47		2.2145
TT		21216.892		3095533.169		21252.610		3095826.113		27		58		34.4197		26		47		2.3357
UU		21141.914		3095530.784		21177.632		3095823.728		27		58		34.3466		26		47		5.0794
VV		21086.240		3095502.792		21121.958		3095795.736		27		58		33.4404		26		47		7.1184
WW		21050.240		3095511.792		21085.958		3095804.736		27		58		33.7348		26		47		8.4351
XX		20895.240		3095518.792		20930.958		3095811.736		27		58		33.9710		26		47		14.1063
YY		20717.240		3095514.792		20752.958		3095807.736		27		58		33.8511		26		47		20.6198
W1		20687.240		3095462.792		20722.958		3095755.736		27		58		32.1636		26		47		21.7208
W2		20673.240		3095457.792		20708.958		3095750.736		27		58		32.0019		26		47		22.2334
W3		20674.240		3095402.792		20709.958		3095695.736		27		58		30.2152		26		47		22.2002
W4		20670.240		3095323.792		20705.958		3095616.736		27		58		27.6491		26		47		22.3516
W5		20655.240		3095278.792		20690.958		3095571.736		27		58		26.1881		26		47		22.9033
W6		20696.240		3095070.792		20731.958		3095363.736		27		58		19.4289		26		47		21.4162
W7		20749.240		3095092.792		20784.958		3095385.736		27		58		20.1406		26		47		19.4755
W8		20762.240		3095058.792		20797.958		3095351.736		27		58		19.0354		26		47		19.0020
W9		20750.240		3095009.792		20785.958		3095302.736		27		58		17.4443		26		47		19.4442
W10		20751.240		3095000.792		20786.958		3095293.736		27		58		17.1518		26		47		19.4082
W11		20742.240		3094987.792		20777.958		3095280.736		27		58		16.7300		26		47		19.7383
W12		20777.240		3094869.792		20812.958		3095162.736		27		58		12.8948		26		47		18.4652


	LO 27				WGS 84 Lo 27				Latitude WGS 84						Longitude WGS 84
BEACON	Y		X		Y		X		dd		mm		ss.ssss		dd		mm		ss.ssss
W13		20799.240		3094877.792		20834.958		3095170.736		27		58		13.1535		26		47		17.6597
W14		20844.240		3094631.792		20879.958		3094924.736		27		58		5.1596		26		47		16.0288
W15		20893.240		3094643.792		20928.958		3094936.736		27		58		5.5466		26		47		14.2352
W16		20900.240		3094681.792		20935.958		3094974.736		27		58		6.7807		26		47		13.9767
W17		20912.240		3094684.792		20947.958		3094977.736		27		58		6.8774		26		47		13.5374
W18		20936.240		3094671.792		20971.958		3094964.736		27		58		6.4538		26		47		12.6601
W19		20957.240		3094586.792		20992.958		3094879.736		27		58		3.6913		26		47		11.8972
W20		20977.240		3094573.792		21012.958		3094866.736		27		58		3.2679		26		47		11.1662
W21		20985.240		3094532.792		21020.958		3094825.736		27		58		1.9355		26		47		10.8762
W22		21026.240		3094542.792		21061.958		3094835.736		27		58		2.2581		26		47		9.3754
W23		21022.240		3094559.792		21057.958		3094852.736		27		58		2.8105		26		47		9.5207
W24		21050.240		3094566.792		21085.958		3094859.736		27		58		3.0363		26		47		8.4957
W25		21067.240		3094611.792		21102.958		3094904.736		27		58		4.4972		26		47		7.8708
W26		21078.240		3094573.792		21113.958		3094866.736		27		58		3.2621		26		47		7.4708
W27		21047.240		3094514.792		21082.958		3094807.736		27		58		1.3473		26		47		8.6088
W28		21061.240		3094447.792		21096.958		3094740.736		27		57		59.1700		26		47		8.1009
W29		21027.240		3094439.792		21062.958		3094732.736		27		57		58.9120		26		47		9.3454
W30		21033.240		3094412.792		21068.958		3094705.736		27		57		58.0346		26		47		9.1276
W31		21105.240		3094264.792		21140.958		3094557.736		27		57		53.2227		26		47		6.5028
W32		21094.240		3094200.792		21129.958		3094493.736		27		57		51.1442		26		47		6.9094
W33		21125.240		3094102.792		21160.958		3094395.736		27		57		47.9589		26		47		5.7815
W34		20458.944		3094102.792		20494.662		3094395.736		27		57		47.9964		26		47		30.1592
1:43		19423.053		3097442.852		19458.771		3097735.796		27		59		36.5548		26		48		7.8614
A2		18984.064		3098857.211		19019.782		3099150.155		28		0		22.5232		26		48		23.8451
B2		18256.508		3099868.486		18292.226		3100161.430		28		0		55.4113		26		48		50.4183
2:28		18184.690		3100183.753		18220.408		3100476.697		28		1		5.6563		26		48		53.0296
2:27		18544.088		3100182.094		18579.806		3100475.038		28		1		5.5845		26		48		39.8738
2:26		18593.808		3100297.821		18629.526		3100590.765		28		1		9.3414		26		48		38.0472
2:25		18587.680		3100460.728		18623.398		3100753.672		28		1		14.6337		26		48		38.2622
2:24		18572.010		3100617.728		18607.728		3100910.672		28		1		19.7346		26		48		38.8269
2:23		18549.328		3100753.891		18585.046		3101046.835		28		1		24.1590		26		48		39.6495
2:22		18815.533		3100736.076		18851.251		3101029.020		28		1		23.5668		26		48		29.9055
2:21		18926.521		3100716.156		18962.239		3101009.100		28		1		22.9140		26		48		25.8437
2:20		18958.682		3100722.733		18994.400		3101015.677		28		1		23.1260		26		48		24.6660
2:19		19105.264		3100721.528		19140.982		3101014.472		28		1		23.0793		26		48		19.3001
2:18		19162.195		3100703.215		19197.913		3100996.159		28		1		22.4815		26		48		17.2171
2:17		19306.312		3100698.039		19342.030		3100990.983		28		1		22.3058		26		48		11.9417
2:16		19377.077		3100696.148		19412.795		3100989.092		28		1		22.2406		26		48		9.3513
2:15		19478.198		3100686.195		19513.916		3100979.139		28		1		21.9120		26		48		5.6502
2:14		19611.049		3100666.089		19646.767		3100959.033		28		1		21.2518		26		48		0.7881
2:13		19802.575		3100640.975		19838.293		3100933.919		28		1		20.4257		26		47		53.7784
2:12		20129.592		3100581.367		20165.310		3100874.311		28		1		18.4717		26		47		41.8110
2:11		20793.622		3100199.786		20829.340		3100492.730		28		1		6.0391		26		47		17.5274
2:10		20838.437		3100166.813		20874.155		3100459.757		28		1		4.9655		26		47		15.8890
2:9		20914.189		3100184.742		20949.907		3100477.686		28		1		5.5436		26		47		13.1149
2:8		20909.563		3100145.382		20945.281		3100438.326		28		1		4.2653		26		47		13.2868
2:2		21374.393		3100275.072		21410.111		3100568.016		28		1		8.4516		26		46		56.2630
2:3		21430.214		3100293.262		21465.932		3100586.206		28		1		9.0393		26		46		54.2185
2:4		21493.047		3100324.219		21528.765		3100617.163		28		1		10.0412		26		46		51.9164
2:5		21550.450		3100354.350		21586.168		3100647.294		28		1		11.0167		26		46		49.8131


Shaft / Location	Asset Name	Asset Description	Asset Condition
Steyn 1#	Man Winder (WP 2124)	2240 kw Metropolitan Vickers Double Drum AC Winder	Good

Steyn 1#	Service Winder (WP 2106)	261 kw Single Drum AC Winder	Good

Steyn 1#	Rock Winder (WP 2160)	2312 kw Ward Leonard Double Drum DC Winder	Good

Steyn 1A Vent. #	Man Winder (WP 22D)	1512 kw Vickers Armstrong Double drum Cage and Counterweight AC Winder	Good

Steyn 1#	Man Winder Spare Ropes	One Set 41-mm rope	Good

Steyn 1#	Rock Winder Spare Ropes	One Set 40-mm rope	Good

Steyn 1#	Service Winder Spare Rope	One 29-mm rope	Good

Steyn 1A Vent. #	Man Winder Spare Rope	One 43-mm rope	Good

Steyn 1#	Spare Sheave	One spare sheave for either Man or Rock Winder	Good

Steyn 1#	Spare Guides	50 Spare Tophat guides	Good

Steyn 1A Vent.#	Spare Sheave	One spare sheave	Good


Shaft / Location	Asset Name	Asset Description	Asset Condition
Steyn 1A Vent #	Main Fan No 1	1800 hp Howden Sanfanco 600 PPM , 236m³ @ 3.99 KPA	Fair to Good

Steyn 1A Vent#	Main Fan No 2	1800 hp Howden Sanfanco 600 RPM , 236m³ @ 3.99 KPA	Fair to Good

Steyn 1#	BGE Compressor	3346 kW compressor	Fair

Steyn 1#	Sulzer	4800 KW compressor	Fair

Steyn 1#	Compressor Cooling Towers	4 X Cooloing towers — Insides stripped out, not in operation	Not operational, outside main frames in Fair condition

Steyn 1#	Cooling Pond	Concrete dam structure with water sprays	Fair

Steyn 1#	Compressor Cooling pumps	Installation of 4 sets, only 3 sets operable	Fair

Steyn 1#	Small Motor Generator set	Installed in basement, auxilary supply	Fair


Shaft / Location	Asset Name	Asset Description	Asset Condition
Steyn 2#	Man Winder (WP 2148)	3000 hp Metropolitan Vickers Double Drum AC Winder	Good

Steyn 2#	F&C Winder (WP 4023B)	2400 hp Fraser & Chalmers Double Drum Ward Leonard Winder (Cage & Counterweight)	Good

Steyn 2#	Rock Winder (WP 2168)	3100 hp Ward Leonard Double Drum Winder (Met Vickers)	Good

Steyn 2#	Man Winder Spare Rope	One set of 41-mm ropes	Good

Steyn 2#	F&C Winder Spare Rope	One 38-mm rope	Good

Steyn 2#	Spare Rope for S2A winder on 48L (ex 3# Barlows winder)	One 38.5-mm rope	Good

Steyn 2#	Spare guides	30 Spare guides for 2#	Good

Steyn 2#	Spare Sheaves	One spare sheave for each of the three winders	Good


Shaft / Location	Asset Name	Asset Description	Asset Condition
Steyn 2# Consumer Substation	Meter panel 1 & 2	Building. Panel 1: 18 switches. Panel 2: 17 switches	Good.

Steyn 2# Consumer Substation	Meter panel 3A	Separate building.	Good.

Steyn 2# Consumer Substation	Meter panel 3B	Separate building.	Good.

Steyn 2# Consumer Substation	Meter panel 4	Separate building.	Good.

Steyn 2# Consumer Substation	Meter panel 3A	Separate building.	Good.

Steyn 2# Eskom Substation	Eskom Substation	Eskom Blockhouse fed by two transformers.	Building badly damaged by electrical explosion. Unsafe. Repairs pending.

Steyn 2# Consumer Substation	Feeders	Cable on racks from consumer substation to shaft and plant.	Good. All cables in tact.

ANNEXURE “4”

SURFACE RIGHT PERMITS


Description	SRP NO	R M T NO	New SRP No	Registered Holder

Rock dump with fencing on Witpan 62	0 24/53	SR 55	None	Free State Consolidated Gold Mines (Operations) Limited

Shaft equipment area with fencing on Witpan 62	0 9/54	SR 53	None	Free State Consolidated Gold Mines (Operations) Limited

Explosives magazine with fencing on Witpan 62	0 23/54	SR 97	None	Free State Consolidated Gold Mines (Operations) Limited

Compound with fencing situate on Witpan 62	0 2/55	SR 52	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to existing area for rock dump fencing on Witpan 62	0 3/55	SR 118	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to explosives magazines with fencing on Witpan 62	0 18/55	SR 154	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to explosives magazines with fencing on Witpan 62	0 46/55	SR 186	None	Free State Consolidated Gold Mines (Operations) Limited

Sports field with fencing on Klippan 14	0 54/55	SR 104	None	Free State Consolidated Gold Mines (Operations) Limited

Area for shaft equipment with fencing on Klippan 14	0 4/56	SR 120	4708/2005	Free State Consolidated Gold Mines (Operations) Limited

School with fencing on Witpan 62	0 74/56	SR 268	4696/2005	Free State Consolidated Gold Mines (Operations) Limited

Overhead electric power line on Witpan 62	0 14/57	SR 376	4760/2005	Free State Consolidated Gold Mines (Operations) Limited

Storm water drains 30” wide on Witpan 62 and Klippan 14	0 25/57	SR 368	4704/2005	Free State Consolidated Gold Mines (Operations) Limited

A sewer pump house with fencing and underground electric cables on Klippan 14	0 38/57	SR 355	4787/2005	Free State Consolidated Gold Mines (Operations) Limited

Sewer pipelines on Witpan 62 and Klippan 14	0 40/57	SR 375	4675/2005	Free State Consolidated Gold Mines (Operations) Limited

Compound with fencing on Klippan 14	0 52/57	SR 37	4755/2005	Free State Consolidated Gold Mines (Operations) Limited

Page 2


Description	SRP NO	R M T NO	New SRP No	Registered Holder

Residue pipeline on Klippan 14 and others	0 72/57	SR 290	4705/2005	Free State Consolidated Gold Mines (Operations) Limited

Police barracks with fencing on Klippan 14	0 79/57	SR 145	4771/2005	Free State Consolidated Gold Mines (Operations) Limited

Sewer pipeline on Witpan 62 and Klippan 14	0 99/57	SR 404	4769/2005	Free State Consolidated Gold Mines (Operations) Limited

Water pipeline and pump house on Witpan 62	0 100/57	SR 435	None	Free State Consolidated Gold Mines (Operations) Limited

Water pipelines on Witpan 62 and Klippan 14	0 101/57	SR 436	4759/2005	Free State Consolidated Gold Mines (Operations) Limited

Extension to shaft equipment with fencing on Klippan 14	0 146/57	SR 437	4904/2005	Free State Consolidated Gold Mines (Operations) Limited

Overhead electric power line on Witpan 62	0 109/57	SR 433	4789/2005	Free State Consolidated Gold Mines (Operations) Limited

Married quarters with fencing on Klippan 14 and Witpan 62	0 126/57	SR 27	4774/2005	Free State Consolidated Gold Mines (Operations) Limited

Mine roads, mine railway lines, mine railway siding with fencing, air mains and power cables, mine salt water pipeline and measuring weir on Uitsig 94, Witpan 62 and Klippan 14	0 122/57	SR 273	4749/2005	Free State Consolidated Gold Mines (Operations) Limited

A bone storehouse with fencing on Witpan 62	0 135/57	SR 440	4700/2005	Free State Consolidated Gold Mines (Operations) Limited

2’6” railway track and coal bunker on Klippan 14	0 144/57	SR 441	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to rock dump with fencing on Witpan 62	0 1/58	SR 438	4768/2005	Free State Consolidated Gold Mines (Operations) Limited

Two water pipelines on Uitsig 94, Witpan 62 and Klippan 14 district Welkom	0 8/58	SR 460	4770/2005	Free State Consolidated Gold Mines (Operations) Limited

Mine roads 40’ wide on Witpan No 62 and Klippan 14	0 9/58	SR 448	4777/2005	Free State Consolidated Gold Mines (Operations) Limited

Storm water drains on Witpan 62	0 16/58	SR 475	4662/2005	Free State Consolidated Gold Mines (Operations) Limited

Overhead electric power lines and underground electric cables on Witpan 62	0 23/58	SR 449	4772/2005	Free State Consolidated Gold Mines (Operations) Limited

Page 3


Description	SRP NO	R M T NO	New SRP No	Registered Holder

Assay office with fencing on Klippan 14	0 38/58	SR 476	4706/2005	Free State Consolidated Gold Mines (Operations) Limited

General offices with fencing on Klippan 14	0 39/58	SR 488	4715/2005	Free State Consolidated Gold Mines (Operations) Limited

Overhead electric power line and underground electric cable on Klippan 14	0 49/58	SR 498	4711/2005	Free State Consolidated Gold Mines (Operations) Limited

Extension to compound with fencing on Klippan 14	0 51/58	SR 235	4792/2005	Free State Consolidated Gold Mines (Operations) Limited

Extension to slimes dam with fencing on Klippan 14	0 64/58	SR 513	4697/2005	Free State Consolidated Gold Mines (Operations) Limited

Parking garages with fencing on Klippan 14	0 65/58	SR 497	4709/2005	Free State Consolidated Gold Mines (Operations) Limited

1. Underground electric cables	0 17/59	SR 555	4716/2005	Free State Consolidated Gold Mines (Operations) Limited

2. Overhead electric power line

3. Mine water pipelines on Klippan 14

Water pipeline on Klippan 14	0 60/59	SR 608	None	Free State Consolidated Gold Mines (Operations) Limited

Underground electric cable on Uitsig 94 and Witpan 62	0 66/59	SR 577	4905/2005	Free State Consolidated Gold Mines (Operations) Limited

Sewer pipe line with sewer pump house on Klippan 14	0 39/60	SR 648	4710/2005	Free State Consolidated Gold Mines (Operations) Limited

Mine road 40’ wide on Witpan 62	0 52/60	SR 671	4687/2005	Free State Consolidated Gold Mines (Operations) Limited

Mine railway line 20’ wide on Klippan 14	0 9/61	SR 672	None	Free State Consolidated Gold Mines (Operations) Limited

16” air column on Witpan 62 and Klippan 14	0 71/62	SR 818	4782/2005	Free State Consolidated Gold Mines (Operations) Limited

Area for shaft equipment and area for waste rock dump on Witpan 62	0 19/64	SR 900	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to explosives magazines with fencing on Witpan 62	0 15/65	SR 917	4783/2005	Free State Consolidated Gold Mines (Operations) Limited

Mine road on Witpan 62	0 31/65	SR 954	4785/2005	Free State Consolidated Gold Mines (Operations) Limited

1. 10” air column	0 6/66	SR 956	4784/2005	Free State Consolidated Gold Mines (Operations) Limited

2. Underground electric cables

3. 50’ strip for water

Page 4


Description	SRP NO	R M T NO	New SRP No	Registered Holder

pipeline, service road and telephone lines

4. Sewer pipeline, on Witpan 62

Extension to shaft equipment area with fencing on Witpan 62	0 19/66	SR 958	4901/2005	Free State Consolidated Gold Mines (Operations) Limited

Extension to compound with fencing on Witpan 62	0 9/67	SR 965	4903/2005	Free State Consolidated Gold Mines (Operations) Limited

Railway track on Witpan 62	0 39/67	SR 1016	None	Free State Consolidated Gold Mines (Operations) Limited

Water drain and water pipeline on Witpan 62	35/68	SR 1018	None	Free State Consolidated Gold Mines (Operations) Limited

Industrial water pipeline on Witpan 62, Uitsig No 94 and Klippan 14	36/68	SR 997	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to explosives magazine with fencing on Witpan 62	56/69	0 210/68	4912/2005	Free State Consolidated Gold Mines (Operations) Limited

Extension to shaft equipment with fencing on Witpan 62	120/72	0 39/72	None	Free State Consolidated Gold Mines (Operations) Limited

Water pipeline on Uitsig 94	184/72	0 125/69	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to shaft equipment with fencing Klippan 14	77/74	0 101/73	None	Free State Consolidated Gold Mines (Operations) Limited

Fresh water pipeline — Klippan 14	85/74	0 97/73	None	Free State Consolidated Gold Mines (Operations) Limited

Mine Security kennels with fencing — Klippan 14	193/75	0 278/75	None	Free State Consolidated Gold Mines (Operations) Limited

Sewer pipeline — Klippan No 14 and Witpan 62	44/76	0 79/76	None	Free State Consolidated Gold Mines (Operations) Limited

Sewer pipeline — Klippan No 14 and Witpan 62	45/76	0 75/76	None	Free State Consolidated Gold Mines (Operations) Limited

European housing with fencing — Klippan 14	3/77	0 362/76	None	Free State Consolidated Gold Mines (Operations) Limited

Slimes dam with fencing on Witpan 62 and Klippan 14	32/77	014/77	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to residential quarters with fencing — Witpan 62	111/77	0 22/77	4761/2005	Free State Consolidated Gold Mines (Operations) Limited

Slimes dam with fencing on	183/77	0 206/77	4673/2005	Free State Consolidated Gold Mines

Page 5


Description	SRP NO	R M T NO	New SRP No	Registered Holder

Witpan 62				(Operations) Limited

Extension to residential quarters with fencing — Farms Witpan 62 and Klippan 14	241/77	0 363/76	4703/2005	Free State Consolidated Gold Mines (Operations) Limited

Area for residential quarters for security personnel, offices and purposes incidental thereto with fencing Klippan 14	144/78	0 114/78	None	Free State Consolidated Gold Mines (Operations) Limited

Cement silos on Witpan 62	57/80	0 95/80	4671/2005	Free State Consolidated Gold Mines (Operations) Limited

Engineering apprentices training centre with fencing on Witpan 62	125/80	0 145/80	4714/2005	Free State Consolidated Gold Mines (Operations) Limited

1. Extension to residential quarters with fencing	10/82	0 216/81	None	Free State Consolidated Gold Mines (Operations) Limited

2. Recreation ground with fencing on Witpan 62

Extension to rock dump with fencing on Witpan 62	29/84	0 60/83	4899/2005	Free State Consolidated Gold Mines (Operations) Limited

Electrical power sub-station with fencing on Klippan 14	51/84	0 67/84	None	Free State Consolidated Gold Mines (Operations) Limited

Underground electric cables on Witpan No 62 and Klippan 14	56/85	0 52/85	None	Free State Consolidated Gold Mines (Operations) Limited

Water pipelines on Witpan 62	427/89	0 143/86	None	Free State Consolidated Gold Mines (Operations) Limited

Water pipelines on Klippan 14	55/91	0 119/86	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to slimes dam with fencing on Klippan 14	132/91	0 121/91	None	Free State Consolidated Gold Mines (Operations) Limited

Extension to engineering apprentices training centre with fencing on Witpan 62	222/91	0 93/91	4930/2005	Free State Consolidated Gold Mines (Operations) Limited

Regional office, with fencing on Klippan 14	255/91	0 250/91	None	Free State Consolidated Gold Mines (Operations) Limited

Security barracks with fencing on Witpan 62	126/92	0 245/91	4691/2005	Free State Consolidated Gold Mines (Operations) Limited

Extension to residential quarters for mine employees with fencing on Witpan 62	156/92	0 57/92	4902/2005	Free State Consolidated Gold Mines (Operations) Limited

G.P.-S. 010-0233 MD 109E Republic of South Africa Republiek van Suid-Afrika DEPARTMENT OF MINERAL AND ENERGY AFFAIRS MINING LICENCE [Minerals Act, 1991: Section 9 (1) read with 9 (3) (e)] 10 JUL 2002 Office date stamp Licence No. 9/2002 Office reference FS 5/3/2/508 Vol 3 Authorization is hereby granted under and subject to the provisions of the Minerals Act, 1991, to (full name) PRESIDENT STEYN GOLD MINES (FREE STATE) (PROPRIETARY) LIMITED registration number 98/19764/07 (hereinafter referred to as “the holder”) of (address) PRIVATE BAG X10206 WELKOM 9460 to mine for (name of mineral) PRECIOUS METALS AND PRECIOUS METALS in respect of tailings* on (full name of farm and subdivision) PRESIDENT STEYN 154 AND SUBDIVISION 10 KLIPPAN 14; THE REMAINDER OF KLIPPAN 14; THE REMAINDER OF WITPAN 62; THE REMAINDER OF UITSIG 94, VOORSPOED OOS 134 AND WELCOM 41 No. Magisterial District WELKOM Region REE STATE as indicated on the attached sketch plan No. FS 9/2002 (M.L) DIRECTOR: MINERAL DEVELOPMENT signed by the on 10 JULY 2002 Full name of the holder of the right to the said mineral PRESIDENT STEYN GOLD MINES (FREE STATE) (PROPRIETARY) LIMITED REG. NO. 98/19764/07 AS DEEMED HOLDER OF SUCH RIGHTS IN TERMS OF SECTION 47(1)(e) OF THE MINERALS ACT, 1991 (ACT 50 OF 1991) Unless this licence is suspended, cancelled or abandoned or lapses it shall be valid for a period (more than two years) which shall extend from the date of issuing until 9 JULY 2015 (If a specific date is inserted, delete the words that follow the date.)


	For and on behalf of HARMONY GOLD MINING COMPANY LIMITED

	Signature
	R.A.L. Atkinson Name of Signatory EXECUTIVE Designation of Signatory

•		Portion 1 of the Farm President Steyn No. 154, District Welkom, Free State Province, in extent of 6,1280 hectares, held under Title Deed No T3452/2002.

•		Remaining Extent of the Farm President Steyn No. 154, District Welkom, Free State Province, in extent of 780,7253 hectares, held under Title Deed No T4408/2000.