SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

SIBANYE GOLD LIMITED

(Name of Issuer)

Ordinary Shares (no par value)

(Title of Class of Securities)

S7627H100

(CUSIP Number)

Yin Linsheng

Gold One South Africa (Pty) Ltd.

Postnet Suite 415

Private Bag X75

Bryanston

Gauteng 2021 South Africa

+27 87 255 6900

With a copy to:

Chloe Xu and Angeline Shen

Baiyin International Investment Ltd.

1701, E2 Oriental Plaza,

No.1 East Chang’an Ave,

Beijing, China

100738

+86 10 85181103

May 27, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.   S7627H100
	1.	Names of Reporting Persons. Gold One South Africa SPV (RF) (Pty) Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions).
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization South Africa
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 438,349,422
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 438,349,422
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 438,349,422
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 19.35%(1)
	14.	Type of Reporting Person (See Instructions) CO

(1)Percentage calculated based on a total of 2,265,879,337 ordinary shares issued and outstanding as of June 30, 2018 as disclosed in the Issuer’s Operating and Financial Results for the six months ended June 30, 2018.

2

CUSIP No.   S7627H100
	1.	Names of Reporting Persons. Gold One South Africa (Pty) Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions).
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF, WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization South Africa
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 438,349,422
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 438,349,422
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 438,349,422
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 19.35%(1)
	14.	Type of Reporting Person (See Instructions) CO

(1)Percentage calculated based on a total of 2,265,879,337 ordinary shares issued and outstanding as disclosed in the Issuer’s Operating and Financial Results for the six months ended June 30, 2018.

3

CUSIP No.   S7627H100
	1.	Names of Reporting Persons. Gold One North Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions).
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cyprus
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 438,349,422
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 438,349,422
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 438,349,422
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 19.35%(1)
	14.	Type of Reporting Person (See Instructions) CO

(1)Percentage calculated based on a total of 2,265,879,337 ordinary shares issued and outstanding as of June 30, 2018 as disclosed in the Issuer’s Operating and Financial Results for the six months ended June 30, 2018.

4

CUSIP No.   S7627H100
	1.	Names of Reporting Persons. Gold One Group Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions).
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 438,349,422
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 438,349,422
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 438,349,422
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 19.35%(1)
	14.	Type of Reporting Person (See Instructions) CO

(1)Percentage calculated based on a total of 2,265,879,337 ordinary shares issued and outstanding as of June 30, 2018 as disclosed in the Issuer’s Operating and Financial Results for the six months ended June 30, 2018.

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CUSIP No.   S7627H100
	1.	Names of Reporting Persons. Baiyin Precious Metals Investments Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions).
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 448,891,942 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 448,891,942 (1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 448,891,942 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 19.81%(2)
	14.	Type of Reporting Person (See Instructions) CO

(1)Includes (i) 438,349,422 ordinary shares held by Gold One South Africa SPV (RF) (Pty) Ltd. (“Gold One South Africa SPV”) (for which this Reporting Person may be deemed a beneficial owner) and (ii) 10,542,520 ordinary shares issuable upon the conversion of 2,635,630 American Depositary Shares (“ADSs”) held by BCX Gold Investment Holdings Limited (“BCX Gold”), a wholly owned subsidiary of this Reporting Person (for which this Reporting Person may be deemed a beneficial owner).

(2)Percentage calculated based on a total of 2,265,879,337 ordinary shares issued and outstanding as of June 30, 2018 as disclosed in the Issuer’s Operating and Financial Results for the six months ended June 30, 2018.

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CUSIP No.   S7627H100
	1.	Names of Reporting Persons. Baiyin Nonferrous Group Co., Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions).
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization China
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 448,891,942 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 448,891,942 (1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 448,891,942 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 19.81%(2)
	14.	Type of Reporting Person (See Instructions) CO

(1)Includes (i) 438,349,422 ordinary shares held by Gold One South Africa SPV (for which this Reporting Person may be deemed a beneficial owner) and (ii) 10,542,520 ordinary shares issuable upon the conversion of 2,635,630 ADSs held by BCX Gold (for which this Reporting Person may be deemed a beneficial owner).

(2)Percentage calculated based on a total of 2,265,879,337 ordinary shares issued and outstanding as of June 30, 2018 as disclosed in the Issuer’s Operating and Financial Results for the six months ended June 30, 2018.

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Introduction

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed to update the Schedule 13D filed on January 9, 2015 (the “Original Schedule 13D”) by Gold One South Africa (Pty) Ltd. (“Gold One South Africa”), as amended by Amendment No. 1 to Schedule 13D filed on February 23, 2015 (“Amendment No. 1).  The Original Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2 is hereinafter referred to as the “Schedule 13D”.

Item 1. Security and Issuer.

This Schedule 13D relates to the ordinary shares (no par value) of the Issuer. The principal executive offices of the Issuer are located at Libanon Business Park, 1 Hospital Street, Libanon, Westonaria, 1780, South Africa.

The Issuer’s ordinary shares are listed on the New York Stock Exchange under the symbol “SBGL.”

Item 2. Identity and Background.

(a) (f)This Schedule 13D is being jointly filed pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the persons listed below. Information relating to the directors, executive officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference.

1)Gold One South Africa SPV, a private company incorporated under the laws of South Africa;

2)Gold One South Africa, a private company incorporated under the laws of South Africa;

3)Gold One North Ltd., a Cyprus private company limited by shares (“Gold One North”);

4)Gold One Group Ltd., an exempted company incorporated in  Cayman Islands with limited liability corporation (“Gold One Group”);

5)Baiyin Precious Metals Investment Ltd., an exempted company incorporated in British Virgin Islands with limited liability (“BPM”); and

6)Baiyin Nonferrous Group Co., Ltd., a public company limited by shares incorporated under the laws of the People’s Republic of China (“Baiyin Nonferrous”).

Gold One South Africa SPV is a wholly-owned subsidiary of Gold One South Africa, which is a wholly-owned subsidiary of Gold One North, which is a wholly-owned subsidiary of Gold One Group, which is controlled by BPM, which is a wholly-owned subsidiary of Baiyin Nonferrous.

(b)The address of the principal business and principal office of each of the Reporting Persons is listed below. Information relating to the directors, executive officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference.

1)Gold One South Africa SPV - 2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191,  South Africa

2)Gold One South Africa — 2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191,  South Africa

3)Gold One North — 3 Themistokli Dervi, Julia House, 1066 Nicosia, Cyprus

4)Gold One Group — 190 Elgin Avenue, George Town, Grand Cayman, KY1-9007, Cayman Islands

5)BPM — Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands

6)Baiyin Nonferrous — Building 96, Road Youhao, District Baiyin, Baiyin, Gansu

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(c)The principal business of Baiyin Nonferrous is mining, ore processing, smelting and refinery, downstream processing, research and development, investment and trading. The principal business of the other Reporting Persons is making equity and related investments.

Information relating to the directors, executive officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference.

(d)None of the Reporting Persons and, to the best of their knowledge, the persons listed on Schedule A hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)None of the Reporting Persons and, to the best of their knowledge, the persons listed on Schedule A hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to and in accordance with an internal corporate reorganization (the “Reorganization”), Gold One South Africa acquired from its affiliate, Gold One International Limited, an Australian corporation (“Gold One Australia”), on December 31, 2014, certain assets and liabilities, including 178,004,754 ordinary shares of the Issuer, in exchange for 10,000 consideration shares of Gold One South Africa. No borrowed funds were used by Gold One South Africa in connection with the acquisition of the ordinary shares.

From March 6, 2015 through April 30, 2018, BCX Gold acquired 2,504,723 ADSs of the Issuer in the open market.  No borrowed funds were used by BCX Gold in connection with the acquisition of such ADSs.

From November 23, 2015 through December 4, 2015, Gold One South Africa acquired 2,781,325 ordinary shares of the Issuer in the open market (the “2015 Open Market Purchases”). No borrowed funds were used by Gold One South Africa in connection with the acquisition of such ordinary shares.

On May 27, 2016, Gold One South Africa sold 55,500,000 ordinary shares of the Issuer to Gold One South Africa SPV (formerly known as Newshelf 1361 (Pty) Ltd) in exchange for one consideration share of Gold One South Africa SPV, pursuant to and in accordance with a Sale of Shares Agreement.

On October 11, 2016, Gold One South Africa sold 88,420,837 ordinary shares of the Issuer to Gold One South Africa SPV in exchange for one consideration share of Gold One South Africa SPV, pursuant to and in accordance with a Sale of Shares Agreement.

On November 14, 2016, Gold One South Africa sold 13,350,000 ordinary shares of the Issuer to Gold One South Africa SPV in exchange for one consideration share of Gold One South Africa SPV, pursuant to and in accordance with a Sale of Shares Agreement.

On April 26, 2017, BPM sold 191,571 ADSs of the Issuer in the open market.

On May 23, 2017, Gold One South Africa sold 23,515,242 ordinary shares of the Issuer to Gold One South Africa SPV in exchange for one consideration share of Gold One South Africa SPV, pursuant to and in accordance with a Sale of Shares Agreement.

In a rights offering of the Issuer that closed June 9, 2017 (the “Rights Offering”), Gold One South Africa SPV subscribed for 232,439,244 ordinary shares of the Issuer at a subscription price of R11.28 per share, on the basis of 9 rights offer shares for every 7 existing shares.  The funds used to purchase these ordinary shares were borrowed by Gold One South Africa SPV from Gold One North pursuant to the terms of a Intercompany Loan Agreement, dated May 31, 2017.

On or about October 9, 2017, Gold One South Africa SPV was granted 8,264,506 ordinary shares of the Issuer for no consideration as part of a capitalization issue declared by the Issuer, at the ratio of 2 capitalization issue shares for every 100 ordinary shares of the Issuer held on the record date (October 6, 2017).

On or about April 16, 2018, Gold One South Africa SPV was granted 16,859,593 ordinary shares of the Issuer and BCX Gold was granted 101,369 ADSs of the Issuer for no consideration as part of a capitalization issue declared by the Issuer, at the ratio of 4 capitalization issue shares for every 100 ordinary shares of the Issuer held on the record date (April 13, 2018).

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Item 4. Purpose of Transaction.

Gold One South Africa acquired 178,004,754 ordinary shares of the Issuer from Gold One Australia in connection with the Reorganization. The ordinary shares were originally acquired by Gold One Australia pursuant to the terms of a Merger Agreement by and among Gold One Australia, the Issuer and Newshelf 1114 Proprietary Limited, on August 20, 2013, as amended.  Gold One South Africa assumed Gold One Australia’s rights, privileges and obligations under the Merger Agreement as a result of the Reorganization.

From March 6, 2015 through April 30, 2018, BCX Gold acquired 2,504,723 ADSs of the Issuer in the open market.

Gold One South Africa acquired 2,781,325 ordinary shares of the Issuer in the 2015 Open Market Purchases.

On May 27, 2016, Gold One South Africa sold 55,500,000 ordinary shares of the Issuer to Gold One South Africa SPV in exchange for one consideration share of Gold One South Africa SPV, pursuant to and in accordance with a Sale of Shares Agreement.

On October 11, 2016, Gold One South Africa sold 88,420,837 ordinary shares of the Issuer to Gold One South Africa SPV in exchange for one consideration share of Gold One South Africa SPV, pursuant to and in accordance with a Sale of Shares Agreement.

On November 14, 2016, Gold One South Africa sold 13,350,000 ordinary shares of the Issuer to Gold One South Africa SPV  in exchange for one consideration share of Gold One South Africa SPV, pursuant to and in accordance with a Sale of Shares Agreement.

On April 26, 2017, BPM sold 191,571 ADSs of the Issuer in the open market.

On May 23, 2017, Gold One South Africa sold 23,515,242 ordinary shares of the Issuer to Gold One South Africa SPV  in exchange for one consideration share of Gold One South Africa SPV, pursuant to and in accordance with a Sale of Shares Agreement.

Gold One South Africa SPV subscribed for 232,439,244 ordinary shares of the Issuer in the Rights Offering that closed June 9, 2017.

On or about October 9, 2017, Gold One South Africa SPV was granted 8,264,506 ordinary shares of the Issuer for no consideration as part of a capitalization issue declared by the Issuer, at the ratio of 2 capitalization issue shares for every 100 ordinary shares of the Issuer held on the record date (October 6, 2017).

On or about April 16, 2018, Gold One South Africa SPV was granted 16,859,593 ordinary shares of the Issuer and BCX Gold was granted 101,369 ADSs of the Issuer for no consideration as part of a capitalization issue declared by the Issuer, at the ratio of 4 capitalization issue shares for every 100 ordinary shares of the Issuer held on the record date (April 13, 2018).

It is the current intention of the Reporting Persons to acquire additional shares of the Issuer, such that it will have a total equity interest of not less than 20% of the Issuer on a fully diluted basis. The Reporting Persons may acquire such additional securities of the Issuer in the open market, in privately negotiated transactions, or otherwise, or they may dispose of all or any portion of their holdings in the Issuer’s securities, or change their intention with respect to any or all of the matters referred to in this Item 4.

Further, pursuant to the terms of the Merger Agreement and No. 8 Addendum to the Merger Agreement, the Reporting Persons have the right to nominate two individuals for election by the Issuer’s shareholders as independent directors of the Issuer and have the right to nominate one additional individual for election by the Issuer’s shareholders as an independent director of the Issuer when they hold 20% or more of the outstanding shares of the Issuer. As of the date of this Schedule 13D, the Reporting Persons have not nominated any person for election to the Issuer’s board of directors.

Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4.

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Item 5. Interest in Securities of the Issuer.

(a)As of the date of this Schedule 13D, Gold One South Africa SPV, Gold One South Africa, Gold One North and Gold One Group beneficially own an aggregate of 438,349,422 ordinary shares, or 19.35% of the Issuer’s issued and outstanding ordinary shares.  BPM and Baiyin Nonferrous beneficially own an aggregate of 448,891,942 ordinary shares, or 19.81% of the Issuer’s issued and outstanding ordinary shares, which includes (i) 438,349,422 ordinary shares held directly by Gold One South Africa SPV and (ii) 10,542,520 ordinary shares issuable upon conversion of 2,635,630 ADSs held by BCX Gold, a wholly owned subsidiary of BPM.

The beneficial ownership percentages used in this Schedule 13D are calculated based on a total of 2,265,879,337 ordinary shares issued and outstanding as of June 30, 2018 as disclosed in the Issuer’s Operating and Financial Results for the six months ended June 30, 2018.

(b)As of the date of this Schedule 13D, Gold One South Africa SPV, Gold One South Africa, Gold One North and Gold One Group are deemed to share voting and dispositive power with respect to the 438,349,422 ordinary shares held directly by Gold One South Africa SPV. BPM and Baiyin Nonferrous are deemed to share voting and dispositive power with respect to 448,891,942 ordinary shares, or 19.81%, which includes (i) the 438,349,422 ordinary shares held directly by Gold One South Africa SPV and (ii) the 10,542,520 ordinary shares issuable upon conversion of 2,635,630 ADSs held by BCX Gold, a wholly owned subsidiary of BPM.

(c)Except as described in Items 3 and 4 of this Schedule 13D, which descriptions are incorporated herein by reference, to the knowledge of the Reporting Persons, none of the persons named in response to Item 5(a) has effected any transactions in the ordinary shares of the Issuer during the past 60 days.

(d)Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D.

(e)Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Pursuant to Rule 13d-i(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement attached hereto as Exhibit 1, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto.

On January 25, 2018, Gold One South Africa SPV (as the “Cedent”) and China Development Bank, Gansu Branch (as the “Cessionary”) entered into a Pledge and Cession Agreement, pursuant to which Gold One South Africa SPV pledged its ordinary shares of the Issuer to China Development Bank, Gansu Branch.

Except as described in the preceding paragraph and in Items 3 and 4 of this Schedule 13D, which descriptions are incorporated by reference into this Item 6, there are no contracts, arrangements, undertakings or relationship (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Issuer.

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Item 7. Materials to be Filed as Exhibits.

Exhibit 1	Joint Filing Agreement dated October 18, 2018 by the Reporting Persons
Exhibit 2	Merger Agreement entered into by and among the Issuer, Gold One International Limited, and Newshelf 1114 Proprietary Limited, dated August 20, 2013, filed as Exhibit 4.16 to the Form 20-F filed by the Issuer on April 30, 2014 and incorporated herein by reference.
Exhibit 3	Addendum No. 1 to the Merger Agreement entered into by and among the Issuer, Gold One International Limited, and Newshelf 1114 Proprietary Limited, dated September 26, 2013, filed as Exhibit 4.17 to the Form 20-F filed by the Issuer on April 30, 2014 and incorporated herein by reference.
Exhibit 4	Addendum No. 2 to the Merger Agreement entered into by and among the Issuer, Gold One International Limited, and Newshelf 1114 Proprietary Limited, dated February 17, 2014, filed as Exhibit 4.18 to the Form 20-F filed by the Issuer on April 30, 2014 and incorporated herein by reference.
Exhibit 5	Addendum No. 3 to the Merger Agreement entered into by and among the Issuer, Gold One International Limited, and Newshelf 1114 Proprietary Limited, dated March 24, 2014, filed as Exhibit 4.19 to the Form 20-F filed by the Issuer on April 30, 2014 and incorporated herein by reference.
Exhibit 6	Addendum No. 4 to the Merger Agreement entered into by and among the Issuer, Gold One International Limited, and Newshelf 1114 Proprietary Limited, dated April 30, 2014, filed as Exhibit 5 to Schedule 13D filed by Gold One International Limited on May 22, 2014 and incorporated herein by reference.
Exhibit 7	Addendum No. 5 to the Merger Agreement entered into by and among the Issuer, Gold One International Limited, and Newshelf 1114 Proprietary Limited, dated May 6, 2014, filed as Exhibit 6 to Schedule 13D filed by Gold One International Limited on May 22, 2014 and incorporated herein by reference.
Exhibit 8	Addendum No. 6 to the Merger Agreement entered into by and among the Issuer, Gold One International Limited, and Newshelf 1114 Proprietary Limited, dated May 15, 2014, filed as Exhibit 7 to Schedule 13D filed by Gold One International Limited on May 22, 2014 and incorporated herein by reference.
Exhibit 9	Addendum No. 7 to the Merger Agreement entered into by and among the Issuer, Gold One International Limited, and Newshelf 1114 Proprietary Limited, dated June 13, 2014
Exhibit 10	Addendum No. 8 to the Merger Agreement entered into by and among the Issuer and Gold One South Africa (Pty) Ltd, dated September 4, 2017
Exhibit 11	Sale of Shares Agreement, by and between Gold One South Africa (Pty) Ltd. and Gold One South Africa SPV (RF) (Pty) Ltd. (formerly known as Newshelf 1361 Proprietary Limited), dated May 27, 2016.
Exhibit 12	Sale of Shares Agreement, by and between Gold One South Africa (Pty) Ltd. and Gold One South Africa SPV (RF) (Pty) Ltd. (formerly known as Newshelf 1361 Proprietary Limited), dated October 11, 2016.
Exhibit 13	Sale of Shares Agreement, by and between Gold One South Africa (Pty) Ltd. and Gold One South Africa SPV (RF) (Pty) Ltd. (formerly known as Newshelf 1361 Proprietary Limited), dated November 14, 2016.
Exhibit 14	Sale of Shares Agreement, by and between Gold One South Africa (Pty) Ltd. and Gold One South Africa SPV (RF) (Pty) Ltd. (formerly known as Newshelf 1361 Proprietary Limited), dated May 23, 2017.
Exhibit 15	Intercompany Loan Agreement between Gold One South Africa SPV (RF) Proprietary Limited and Gold One North Limited, dated May 31, 2017

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 18, 2018
	GOLD ONE SOUTH AFRICA (PTY) LTD.
	By:	/s/ Enos Josef Barnard
		Name:	Enos Josef Barnard
		Title:	Director
	GOLD ONE SOUTH AFRICA SPV (RF) (PTY) LTD.
	By:	/s/ Yin Linsheng
		Name:	Yin Linsheng
		Title:	Director
	GOLD ONE NORTH LTD.
	By:	/s/ Enos Josef Barnard
		Name:	Enos Josef Barnard
		Title:	Director
	GOLD ONE GROUP LTD.
	By:	/s/ Yuan Jiyu
		Name:	Yuan Jiyu
		Title:	Director
	BAIYIN PRECIOUS METALS INVESTMENTS LTD.
	By:	/s/ Yuan Jiyu
		Name:	Yuan Jiyu
		Title:	Director
	BAIYIN NONFERROUS GROUP CO., LTD.
	By:	/s/ Xie Chunsheng
		Name:	Xie Chunsheng
		Title:	Securities Affairs Representative

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Schedule A

Directors, Executive Officers, Partners and Members of the Reporting Persons

GOLD ONE SOUTH AFRICA SPV (RF) (PTY) LTD.

Name and Title(s)	Business Address	Present Principal Occupation and Employment	Citizenship/Place of Organization
Liu Xi, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Manager of Business development of Gold One Group	PRC
Zhang Yongliang, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Vice President of Technical Services of Gold One Group	PRC
Yin Linsheng, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Finance Manager of Gold One Group	PRC
Enos Josef Barnard, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Senior Manager Finance of Gold One Group	South Africa
Gold One South Africa (Pty) Ltd., member	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Shareholder	South Africa

GOLD ONE SOUTH AFRICA (PTY) LTD.

Name and Title(s)	Business Address	Present Principal Occupation and Employment	Citizenship/Place of Organization
Liu Xi, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Manager of Business development of Gold One Group	PRC
Enos Josef Barnard, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Senior Manager Finance of Gold One Group	South Africa
Jonathan Georges Hericourt, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Vice President: Operations of Gold One Group Ltd	UK
Zhang Yongliang, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Vice President of Technical Services of Gold One Group	PRC
Gold One North Ltd, member	3 Themistokli Dervi, Julia House, 1066 Nicosia, Cyprus	Shareholder	Cyprus

14

GOLD ONE NORTH LTD.

Name and Title(s)	Business Address	Present Principal Occupation and Employment	Citizenship/Place of Organization
Stelios Panayides, director	31 Gladstonos street 1095 Nicosia, Cyprus	PANLAW Secretarial Limited	Cyprus
Maria Koustai, director	31 Gladstonos street 1095 Nicosia, Cyprus	PANLAW Secretarial Limited	Cyprus
Enos Josef Barnard, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Senior Manager Finance of Gold One Group	South Africa
Jonathan Georges Hericourt, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Vice President: Operations of Gold One Group	UK
Gold One Group Ltd, member	190 Elgin Avenue, George Town, Grand Cayman, KY1-9007, Cayman Islands	Shareholder	Cayman Islands

GOLD ONE GROUP LTD.

Name and Title(s)	Business Address	Present Principal Occupation and Employment	Citizenship/Place of Organization
Guosheng Han, director	9 Suit, 2 Building, 20 Road Shizi Baiyin District Baiyin City Gansu, PRC	Professional Manager at Baiyin Nonferrous Group	PRC
Pengfei Li, director	Chemsunny East Tower Floor 10 Fuxingmennei 28, Xicheng District, Beijing	Professional Manager at China-Africa Gold Investment Holding Co., Limited	PRC
Jiyu Yuan, director	8 Suit, 1 Building, 306 Road Yongfeng Baiyin District, Baiyin City, Gansu, PRC	CEO of Gold One Group Limited.	PRC
Shen Xin, company secretary	1701, Block E2, Oriental Plaza 1 East Chang An Avenue, Dong Cheng District, Beijing China	In-house counsel at Baiyin International Investment Limited	PRC
Baiyin Precious Metals Investments Ltd., member	Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands		BVI
China-Africa Gold Investment Holding Co., Limited, member	3rd Floor, Omar Hodge Building, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands		BVI

15

BAIYIN PRECIOUS METALS INVESTMENTS LTD.

Name and Title(s)	Business Address	Present Principal Occupation and Employment	Citizenship/Place of Organization
Yuan Jiyu, director	8 Suit, 1 Building, 306 Road Yongfeng Baiyin District, Baiyin City, Gansu, PRC	CEO of Gold One Group Limited.	PRC
Han Guosheng, director	9 Suit, 2 Building, 20 Road Shizi Baiyin District Baiyin City Gansu, PRC	Deputy chief engineer at Baiyin Nonferrous Group	PRC
Yin Linsheng, director	2nd Floor, Block B, Knightsbridge Office Development, 33 Sloane Street, Bryanston, Johannesburg, 2191, South Africa	Finance Manager of Gold One Group	PRC
Baiyin Nonferrous Group Co., Ltd, member	Building 96,Road Youhao, District Baiyin, Baiyin, Gansu, PRC		PRC

16

BAIYIN NONFERROUS GROUP CO., LTD.

Name and Title(s)	Business Address	Present Principal Occupation and Employment	Citizenship/Place of Organization
Zhang Jinlin, Director, Chairman of Board	No. 96 Youhao Road Baiyin District Baiyin City, Gansu Province	Chairman of Board of Baiyin Nonferrous Group	PRC
Liu Xin, Director, Vice Chairman of Board	No. 96 Youhao Road Baiyin District Baiyin City, Gansu Province	Vice Chairman of Board of Baiyin Nonferrous Group	PRC
Luo Ning, director	No. 96 Youhao Road Baiyin District Baiyin City, Gansu Province	Director of Baiyin Nonferrous Group	PRC
Xia Guilan, director	No. 96 Youhao Road Baiyin District Baiyin City, Gansu Province	Director of Baiyin Nonferrous Group	PRC
Zhang Jiangxue, director	No. 96 Youhao Road Baiyin District Baiyin City, Gansu Province	Director of Baiyin Nonferrous Group	PRC
Wang Yumei, independent director	Bld. 12, Taiyue Yuan Zhichun Road Beijing	Independent Director of Baiyin Nonferrous Group	PRC
Zhang Chuanfu, independent director	Jingyi Park Zhongnan University Yuelu District Changsha City Hunan Province	Independent Director of Baiyin Nonferrous Group	PRC
Li Zongyi, independent director	No. 573, West Railway Station Road, Chengguan District, Lanzhou City, Gansu Province	Independent Director of Baiyin Nonferrous Group	PRC
Sun Jilu, independent director	No. 314, Unit 3, A8, Dazhongsi Road Haidian District, Beijing	Independent Director of Baiyin Nonferrous Group	PRC
Man Li, independent director	No. 14, Chaoyangmen South Street, Foreign Enterprise Service Company Chaoyang District, Beijing	Independent Director of Baiyin Nonferrous Group	PRC
Cui Shaohua, independent director	Room 601, Unit 3, Building 19, No. 2 Xincun Road Shinan District Qingdao City Shandong Province	Independent Director of Baiyin Nonferrous Group	PRC
Xie Chunsheng, Securities Affaires Representative	No. 96 Youhao Road Baiyin District Baiyin City, Gansu Province	Securities Affaires Representative of Baiyin Nonferrous Group	PRC
Wu Guiyi, CFO	No. 96 Youhao Road Baiyin District Baiyin City, Gansu Province	CFO of Baiyin Nonferrous Group	PRC
Sun Long, Board Secretariat, Deputy General Manager	No. 96 Youhao Road Baiyin District Baiyin City, Gansu Province	Deputy General Manager of Baiyin Nonferrous Group	PRC

17

EX-1

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, no par value, of Sibanye Gold Limited, a public company incorporated under the laws of South Africa, and (ii) that this Agreement may be included as Exhibit 1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of October 18, 2018.

GOLD ONE SOUTH AFRICA (PTY) LTD.
By:	/s/ Enos Josef Barnard
	Name:	Enos Josef Barnard
	Title:	Director
GOLD ONE SOUTH AFRICA SPV (RF) (PTY) LTD.
By:	/s/ Yin Linsheng
	Name:	Yin Linsheng
	Title:	Director
GOLD ONE NORTH LTD.
By:	/s/ Enos Joseph Barnard
	Name:	Enos Josef Barnard
	Title:	Director
GOLD ONE GROUP LTD.
By:	/s/ Yuan Jiyu
	Name:	Yuan Jiyu
	Title:	Director
BAIYIN PRECIOUS METALS INVESTMENTS LTD.
By:	/s/ Yuan Jiyu
	Name:	Yuan Jiyu
	Title:	Director
BAIYIN NONFERROUS GROUP CO., LTD.
By:	/s/ Xie Chunsheng
	Name:	Xie Chunsheng
	Title:	Securities Affairs Representative

EX-9

Exhibit 9

ADDENDUM NO. 7 TO THE MERGER AGREEMENT

entered into between

SIBANYE GOLD LIMITED

and

GOLD ONE INTERNATIONAL LIMITED

and

NEWSHELF 1114 PROPRIETARY LIMITED

TABLE OF CONTENTS

		Page
1.	PARTIES	1
2.	ADDENDUM NO. 7	1
3.	AMENDMENTS TO THE AGREEMENT BY THIS ADDENDUM NO. 7	1
4.	APPLICABILITY OF THE AGREEMENT	2
5.	NO VARIATION	2
6.	COUNTERPARTS	2
7.	COSTS	2

1.PARTIES

1.1The Parties to this addendum are-

1.1.1Sibanye Gold Limited (Registration No. 2002/031431 0 a company incorporated and registered in accordance with the laws of South Africa (“Sibanye”);

1.1.2Gold One International Limited (ABN 35094265746), a company incorporated and registered in accordance with the laws of Australia and registered in South Africa as an external company (as defined in the South African Companies Act), under Registration No. 2009/000032/10 (“Gold One International”); and

1.1.3Newshelf 1114 Proprietary Limited (Registration No. 20101018841/07), a company incorporated and registered in accordance with the laws of South Africa (“Newshelf 1114”),

(all of the above parties are collectively referred to herein as the “Parties”).

2.ADDENDUM NO. 7

2.1It is recorded and agreed that this is Addendum No. 7 to the written merger agreement entered into between the Parties on 16 August 2013 (the “Agreement), whereby the Agreement is amended in the respects set out in clause 3 below, with effect from the date on which the Party last signing this Addendum No. 7 signs it (“Addendum No. 7 Signature Date”)

2.2Each capitalised term used but not otherwise defined in this Addendum No. 7 shall have the meaning ascribed thereto in the Agreement.

3.AMENDMENTS TO THE AGREEMENT BY THIS ADDENDUM NO. 7

3.1The Agreement is hereby amended, with effect from the Addendum No. 7 Signature Date, in the respects set out in clauses 3.2 to 3.4 below.

3.2Clause 14.2 of the Agreement requires of Sibanye to deliver to Gold One International a written statement specifying any objections to the Working Capital Statement within a period of 75 (seventy five) Days after Sibanye’s receipt of the Working Capital Statement.  This reference to a period of 75 (seventy five) Days is hereby replaced with a reference to a period of 90 (ninety) Days, such that clause 14.2 of the Agreement reads as follows:

“Within 90 (ninety) Days after Sibanye’s receipt of the Working Capital Statement, Sibanye shall have the right to deliver to Gold One international a written statement specifying any objections to the Working Capital Statement.  If Sibanye does not deliver any such statement within such 90 (ninety) Day period: the Working Capital Statement shall become final and binding upon all Parties.  If Sibanye does deliver such an objections statement, then, if Gold One International and Sibanye cannot resolve such objections within 30 (thirty) Days after Gold One international’s receipt thereof (or such longer period as they may agree in writing), at the request of either Gold One International or Sibanye, the dispute shall be resolved by an independent firm of chartered accounts agreed to by Gold One international and Sibanye (or, failing agreement, an independent firm of chartered accountants nominated by the President for the time being of the South African Institute of Chartered Accountants) (the “Accounting Firm”).  The Accounting Firm shall be instructed to resolve such dispute within 30 (thirty) Days after its appointment and based solely on the presentations of Gold One International and Sibanye.  The resolution of such dispute by the Accounting Firm shall be set forth in writing and shall be final and binding upon all Parties save in the case of manifest error, and the applicable portion of the

Working Capital Statement, as modified by such resolution, shall become final and binding upon the date of such resolution.”

3.3Following the amendment of clause 14,2 in the manner described in clause 3,2 above, clause 14,3 of the Agreement is hereby amended to read as follows:

“If the Working Capital Ratio is greater than the Working Capital Position, Sibanye shall pay to Gold One International (in cash by way of electronic funds transfer into a bank account nominated by Gold One International in writing) the excess amount required to reduce the Working Capital Ratio to the Working Capital Position.  Any such amount shall be paid by Sibanye to Gold One International by the later of (i) a period of 90 (ninety) Days after the date of receipt by Sibanye of the Working Capital Statement: (ii) a period of 30 (thirty) Days after the date on which any dispute on the Working Capital Statement has been finally resolved in accordance with the provisions of clause 14.2 above and (iii) a period of 30 (thirty) Days after the Delivery Date,”

3.4Following the amendment of clause 14.2 in the manner described in clause 3.2 above, clause 14 4 of the Agreement is hereby amended to read as follows:

“If the Working Capital Ratio is less than the Working Capital Position, Gold One International shall pay to Sibanye (in cash by way of electronic funds transfer into a bank account nominated by Sibanye in writing) the shortfall amount required to increase the Working Capital Ratio to the Working Capital Position.  Any such amount shall be paid by Gold One International to Sibanye by the later of (i) a period of 90 (ninety) Days after the date of receipt by Sibanye of the Working Capital Statement; (ii) a period of 30 (thirty) Days after the date on which any dispute on the Working Capital Statement has been finally resolved in accordance with the provisions of clause 14.2 above and (iii) a period of 30 (thirty) Days after the Delivery Date.”

4.APPLICABILITY OF THE AGREEMENT

Save for the amendments provided for herein, the remaining terms and conditions contained in the Agreement shall remain and continue to be of full force and effect between the Parties, provided that should there be any conflict between the Agreement as amended and this Addendum No. 7, the provisions of this Addendum No. 7 shall prevail.

5.NO VARIATION

No variation of, or addition to or agreed cancellation of this Addendum No. 7 shall be of any force or effect unless it is reduced to writing and signed by or on behalf of the Parties.

6.COUNTERPARTS

This Addendum No. 7, may be executed and delivered in counterparts by the Parties, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Addendum, and may be delivered by facsimile or scanned and emailed.

7.COSTS

Each Party shall pay its own costs incurred in connection with the negotiation and conclusion of this Addendum No. 7.

2

For	SIBANYE GOLD LIMITED
Signature:	/s/ N. Froneman	/s/ Cain Farrel
	director	secretary
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	N. Froneman	Cain Farrel
Date:	13 June 2014	13 June 2014
Place:	Westonaria	Westonaria
Witness:
Witness:

For	GOLD ONE INTERNATIONAL LIMITED
Signature:	/s/ Christopher Chadwick	/s/ Pierre Kruger
	director	secretary
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	Christopher Chadwick	Pierre Kruger
Date:	13 June 2014	13 June 2014
Place:	Weltevreden Park	Weltevreden Park
Witness:
Witness:

For	NEWSHELF 1114 PROPRIETARY LIMITED
Signature:
	director	director/secretary
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:
Witness:
Witness:

EX-10

Exhibit 10

ADDENDUM NO. 8 TO THE MERGER AGREEMENT

entered into between

SIBANYE GOLD LIMITED

and

GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED in its capacity as the successor in title of GOLD ONE INTERNATIONAL LIMITED

TABLE OF CONTENTS

1.	PARTIES	1
2.	ADDENDUM NO. 8	1
3.	INTRODUCTION	1
4.	AMENDMENTS TO THE AGREEMENT BY THIS ADDENDUM NO. 8	1
5.	APPLICABILITY OF THE AGREEMENT	2
6.	NO VARIATION	2
7.	COUNTERPARTS	2
8.	COSTS	2

1.PARTIES

1.1The Parties to this addendum are-

1.1.1Sibanye Gold Limited (Registration No. 2002/031431/06), a company incorporated and registered in accordance with the laws of South Africa (“Sibanye”);

1.1.2Gold One South Africa Proprietary Limited (Registration No. 2014/108717/07), a company incorporated and registered in accordance with the laws of South Africa (“GOSA”), in its capacity as the successor in title of Gold One International Limited (ABN 35094265746), a company incorporated and registered in accordance with the laws of Australia and registered in South Africa as an external company (as defined in the South African Companies Act), under Registration No. 2009/000032/10 (“Gold One International”); and (the above parties are collectively referred to herein as the “Parties”).

2.ADDENDUM NO. 8

2.1It is recorded and agreed that this is Addendum No. 8 to the written merger agreement entered into between the Parties, and Newshelf 1114 Proprietary Limited (Registration No. 2010/018841/07), a company incorporated and registered in accordance with the laws of South Africa (“Newshelf 1114”), on 16 August 2013 (as subsequently amended by addenda numbers 1 to 7 thereto) (the “Agreement”), whereby the Agreement is amended in the respects set out in clause 3 below, with effect from the date on which the Party last signing this Addendum No. 8 signs it (“Addendum No. 8 Signature Date”).

2.2Each capitalised term used but not otherwise defined in this Addendum No. 8 shall have the meaning ascribed thereto in the Agreement.

3.INTRODUCTION

3.1Clause 7 of the Agreement entitles Gold One International to nominate, with effect from the Signature Date, such number of Gold One Board Representatives that are proportionally representative of Gold One International’s shareholding in Sibanye on the Delivery Date, plus 1 (one) additional director.

3.2It is recorded and agreed that the Parties intend for the number of Gold One Board Representatives nominated to the Sibanye Board in terms of clause 7 to be proportionately representative, at the time of the relevant election, of Gold One International’s shareholding in Sibanye, by reference to the total number of Sibanye shares in issue and entitled to be voted in an election of members of the Sibanye Board and the total number of members of the Sibanye Board at the time, plus, under certain circumstance, 1 (one) additional Gold One Board Representative.

4.AMENDMENTS TO THE AGREEMENT BY THIS ADDENDUM NO. 8

4.1The Agreement is hereby amended, with effect from the Addendum No. 8 Signature Date, in the respects set out in this clause 4.

4.2Clauses 7.1 and 7.1.1 are hereby deleted and replaced with the following new clauses 7.1 and 7.1.1:

“7.1.After the Delivery Date and for so long as Gold One International remains a shareholder of Sibanye, Gold One International shall be entitled to nominate such number of Gold One Board Representatives as will be proportionately representative of Gold One International’s shareholding in Sibanye on the date of the relevant

election of members of the Sibanye Board, rounded to the nearest whole number, it being recorded that —

7.1.1.should Gold One International’s shareholding in Sibanye at the time of an election as envisaged in clause 7.1 above be 20% (twenty percent) or more of the issued shares of Sibanye entitled to be voted at such election, Gold One International shall be entitled to nominate 1 (one) additional Gold One Board Representative (in addition to the Gold One Board Representatives nominated in terms of clause 7.1 above);”

5.APPLICABILITY OF THE AGREEMENT

Save for the amendments provided for herein, the remaining terms and conditions contained in the Agreement shall remain and continue to be of full force and effect between the Parties, provided that should there be any conflict between the Agreement as amended and this Addendum No. 8, the provisions of this Addendum No. 8 shall prevail.

The rights and obligations of Newshelf 1114, being a wholly owned subsidiary of Sibanye, under the Agreement and this Addendum No. 8 shall be assumed in whole by Sibanye.

6.NO VARIATION

No variation of, or addition to or agreed cancellation of this Addendum No. 8 shall be of any force or effect unless it is reduced to writing and signed by or on behalf of the Parties.

7.COUNTERPARTS

This Addendum No. 8, may be executed and delivered in counterparts by the Parties, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Addendum, and may be delivered by facsimile or scanned and emailed.

8.COSTS

Each Party shall pay its own costs incurred in connection with the negotiation and conclusion of this Addendum No. 8.

2

For	SIBANYE GOLD LIMITED
Signature:	/s/ N. Froneman
	director	director/secretary
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:
Date:	Sep 4, 2017	Sep 4, 2017
Place:
Witness:
Witness:

For	GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED in its capacity as the successor in title of GOLD ONE INTERNATIONAL LIMITED
Signature:	/s/ Phillip Spencer
	director	director/secretary
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:
Date:	Sep 4, 2017	Sep 4, 2017
Place:
Witness:
Witness:

EX-11

Exhibit 11

SALE OF SHARES AGREEMENT Execution

entered into between

GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED

and

NEWSHELF 1361 PROPRIETARY LIMITED

(which is in the process of changing its name to GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED)

TABLE OF CONTENTS

Clause number and description		Page
1.	PARTIES	1
2.	AGREEMENT	1
3.	DEFINITIONS AND INTERPRETATION	2
4.	INTRODUCTION	4
5.	CONDITION PRECEDENT	5
6.	SALE OF THE SALE SHARES	5
7.	PURCHASE CONSIDERATION	6
8.	DELIVERY OF THE CONSIDERATION SHARES AND THE SALE SHARES	6
9.	OWNERSHIP, RISK AND BENEFIT	6
10.	NO ASSIGNMENT	6
11.	GOOD FAITH	6
12.	BREACH	7
13.	CONFIDENTIALITY	7
14.	NOTICES AND ADDRESSES	8
15.	JURISDICTION AND GOVERNING LAW	9
16.	DISPUTE RESOLUTION	9
17.	INDULGENCE AND WAIVER	9
18.	SURVIVAL OF CERTAIN PROVISIONS ON TERMINATION OF THE AGREEMENT	10
19.	COSTS	10

1.PARTIES

1.1The Parties to this Agreement are:

1.1.1Gold One South Africa Proprietary Limited (Registration Number 2014/108717/07), a company incorporated and registered in accordance with the laws of South Africa (the “Seller”); and

1.1.2Newshelf 1361 Proprietary Limited (Registration Number 2016/101986/07) (which is in the process of changing its name to “Gold One South Africa SPV (RF) Proprietary Limited”), a company incorporated and registered in accordance with the laws of South Africa (the “Purchaser”).

1.2Any reference herein to “Party” and “Parties” shall be a reference to the Parties described above either individually or collectively, as may be required by the context of this Agreement, and their respective successors in title, administrators, assigns, liquidators, curators, executors, trustees, heirs or other legal representatives of the Parties as fully and effectively as if they had signed this Agreement in the first instance.

2.AGREEMENT

2.1Agreement.  Subject to clause 5 below, the Parties hereby contract with each other with effect from the Signature Date on the terms and conditions contained in this document and all schedules, annexures, attachments, addenda and variations or amendments thereof duly effected in terms of the provisions of this document, all of which are hereinafter collectively referred to as the or this “Agreement”.

2.2Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Parties with respect to the arrangement and other transactions contemplated hereby and supersedes all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto.

2.3Representations.  The Parties have not entered into this Agreement in reliance upon any representation, warranty or undertaking of a Party that is not expressly set out or referred to in this Agreement and no Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded in this Agreement.

2.4Severability.  If any provision of this Agreement is determined by a court or agreed forum of competent jurisdiction to be invalid, illegal or unenforceable, then:

2.4.1that provision will (to the extent of the Invalidity, illegality or unenforceability) be deemed severed from this Agreement and will be given no effect;

2.4.2the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the invalid, illegal or unenforceable provisions hereof; and

2.4.3the Parties will use all reasonable commercial efforts to replace each invalid, illegal or unenforceable provision with the valid, legal and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid, illegal or unenforceable provision.

2.5Counterparts.  This Agreement may be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement, and may be delivered by facsimile or scanned and e-mailed.

2.6Signatories.  Each of the signatories to this Agreement, who signs on behalf of a Party, warrants that he has been duly authorised by the Party on whose behalf such person signs this Agreement, thereby binding the Party whom such signatory represents to this Agreement.  In proof of such authorisation each such signatory to this Agreement will, if requested in writing to do so, exhibit to the other signatory a true copy of a resolution In writing by the board of directors of the Party whom he represents, confirming the authorisation of such signatory to sign this Agreement on behalf of the Party concerned and to bind the latter to this Agreement.

2.7Clauses.  The division of this Agreement into clauses and sub-clauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation hereof.

2.8Variations.  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.  For the purposes of this clause, notwithstanding the provisions of ECTA, “signed” shall mean a signature executed by hand on paper containing the document or an advanced electronic signature as defined in ECTA, applied to the document by the signatory

3.DEFINITIONS AND INTERPRETATION

3.1In this Agreement, the following words and expressions shall have the following meanings and derivatives of any words or expressions and cognate expressions shall bear corresponding meanings, unless otherwise required by the context in which they are used herein:

“Agreement”	this agreement, as more fully described in clause 2 above;
“Applicable Laws”	any law, regulation, regulatory requirement, judgment, order or direction or any other act of any governmental authority in South Africa and includes any law insofar as it relates to the interpretation of any law;
“Business Day”	any day other than a Saturday, Sunday or official public holiday in South Africa;
“Company”	Sibanye Gold Limited (Registration No. 2002/031431/06), a company incorporated and registered in accordance with the laws of South Africa;
“Condition Precedent”	the condition precedent to this Agreement, more fully described in clause 5 below;
“Consideration Shares”	One (1) Share in the share capital of the Purchaser which are to be issued by the Purchaser to the Seller in accordance with clause 7 below;
“CSDP”	means the Seller’s central securities depositary participant appointed as such by the Seller in terms of the Financial Markets Act, 2012;
“Day”	a calendar day;
“Delivery Date”	a Business Day not later than 1 (one) Business Day after the Fulfilment Date or such other date as the Parties may agree to in writing;

2

“ECTA”	the Electronic Communications and Transactions Act, 2002;
“Facility Agreement”	has the meaning ascribed thereto in clause 4.3 below;
“Finance Documents”	has the meaning ascribed thereto in the Facility Agreement;
“Fulfilment Date”	the date on which the Condition Precedent is fulfilled in terms of clause 5.4 below, which date shall not be later than 31 May 2016, or such other date as the Parties may agree to in writing;
“Gold One Cayman Islands”	Gold One Group Limited (Registration No. 288940), a company incorporated and registered in accordance with the laws of the Cayman Islands;
“Lender”	means Bank of America, N.A., London branch, a national banking association chartered under United States law by the office of the Comptroller of the Currency, charter number 13044, with its head office at 100 North Tryon Street, Charlotte, North Carolina, United States of America, acting through its London branch at 2 King Edward Street, London, EC1A 1HQ, United Kingdom, with company number FC 002984 as lender, or its successors in title, permitted assigns and/or permitted transferees, as contemplated under the Facility Agreement;
“Party” and “Parties”	the Parties to this Agreement, described in clause 1 above, either individually or collectively, as required by the context of the Agreement;
“Purchase Consideration”	the purchase consideration to be paid by the Purchaser to the Seller for the Sale Shares, which will be the Consideration Shares;
“Purchaser”	Newshelf 1361 Proprietary Limited, more fully described in clause 1.1.2 above;
“Sale Shares”	55 500 000 (fifty five million five hundred thousand) Shares which the Seller holds in the Company as at the Signature Date, the Delivery Date and every Day in between;
“Seller”	Gold One South Africa Proprietary Limited, more fully described in clause 1.1.1 above;
“Shares”	authorised shares of the Company or the Purchaser, as the case may be and as required by the context, whether already issued or not yet issued;
“Signature Date”	the date on which the last of the Parties signs this Agreement;
“South Africa”	the Republic of South Africa;
“Year”	means a period of 12 (twelve) consecutive months.

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3.2If any provision in a definition is a substantive provision, conferring rights or imposing obligations on any Party, effect shall be given thereto as if such provision were a substantive provision in the body of the Agreement, notwithstanding that such provision is only contained in the relevant definition.

3.3Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined above in this clause 3.

3.4Unless inconsistent with the context in which it is used in this Agreement, a word or an expression which denotes:

3.4.1any gender includes the other genders;

3.4.2a natural person includes a body corporate, a trust, firm or association of persons and vice versa;

3.4.3the singular includes the plural and vice versa.

3.5The headings to the paragraphs in this Agreement shall not be used in the interpretation thereof.

3.6When any number of Days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.7When any number of Years is prescribed in this Agreement, same shall be calculated from a specific Day of a calendar month in a specific Year, to the numerically corresponding Day and calendar month in the following Year (or Years, as the case may be), less 1 (one) Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.8Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail unless the context indicates a contrary intention or the Party supporting the accuracy of the numerals over the words is able to prove, on a balance of probabilities, that the numerals are correct.

3.9Any reference to business hours shall be construed as being the hours between 08h00 and 17h00 on any Business Day.  Any reference to time shall be based upon South African Standard Time.

3.10The rule of construction that, in the event of ambiguity, the contract will be interpreted against the party responsible for the drafting thereof shall not apply in the interpretation of this Agreement.

3.11Any references to a statutory provision or enactment shall be a reference to such provision or enactment and to any regulation or order made under such provision or enactment, as in force at any time relevant to this Agreement.

3.12Save as may expressly otherwise be provided, any reference in this Agreement to “in writing”, “written” or the like shall include any form of written recordal, including e-mails, faxes, letters, memoranda, notes and formal agreements.

4.INTRODUCTION

4.1The Seller is the holder and beneficial owner of the Sale Shares.

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4.2The Seller is also a wholly owned subsidiary of Gold One Cayman Islands.

4.3Gold One Cayman Islands intends to enter into a margin loan facility agreement (“Facility Agreement”) with the Lender, the Seller and the Purchaser in terms of which the Lender will advance funds to Gold One Cayman Islands from time to time, on the terms and conditions contained in the Facility Agreement.

4.4In terms of the Finance Documents, the Purchaser is required to provide security to the Lender for all of the obligations of the Seller, the Purchaser and Gold One Cayman Islands under the Facility Agreement.  To this end, the Purchaser is required to provide a pledge and cession in securitatem debiti of the Sale Shares to the Lender.

4.5Consequently:

4.5.1the Seller wishes to sell to the Purchaser and the Purchaser wishes to purchase from the Seller the Sale Shares in accordance with section 42 of the Income Tax Act, 1962; and

4.5.2the Parties accordingly agree to the sale of the Sale Shares by the Seller to the Purchaser on the terms and conditions set out in this Agreement.

5.CONDITION PRECEDENT

5.1The rights and obligations of the Parties under this Agreement, save for those set out in clauses 1 to 3 above inclusive, this clause 5 and clauses 10 to 19 below inclusive, which will be of immediate force and effect and binding on the Parties as from the Signature Date (the “Immediately Operative Provisions”), are subject to the fulfilment of the following Condition Precedent, namely that the Finance Documents become unconditional according to its terms, save for any condition in the Finance Documents pertaining to this Agreement becoming unconditional.

5.2The Parties undertake to each other to use their reasonable commercial endeavours, and to cooperate with each other in good faith, to procure the fulfilment of the Condition Precedent by the Fulfilment Date.

5.3The Condition Precedent cannot be waived.

5.4If the Condition Precedent is not fulfilled by the Fulfilment Date:

5.4.1the rights and obligations of the Parties under this Agreement as set out in the Immediately Operative Provisions will automatically and without any further act of either of the Parties terminate and be of no further force and effect;

5.4.2the rights and obligations of the Parties as set out in the remaining provisions of the Agreement shall not come into existence and the Parties shall be restored as nearly as may be possible to the positions in which they would have been had this Agreement not been entered into; and

5.4.3neither Party shall then have any claim against the other Party arising from the rights and obligations of the Parties terminating or not coming into existence, as the case may be.

6.SALE OF THE SALE SHARES

The Seller hereby sells to the Purchaser which hereby purchases the Sale Shares as one indivisible transaction on the terms and conditions set out in this Agreement.

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7.PURCHASE CONSIDERATION

7.1In consideration for the sale to it of the Sale Shares in terms of clause 6, the Purchaser will pay to the Seller the Purchase Consideration by issuing to the Seller on the Delivery Date the Consideration Shares at R1, 248,772,965.35 (One billion, two hundred and forty eight million, seven hundred and seventy two thousand, nine hundred and sixty five rand and thirty five cents only) per Consideration Share on the terms and conditions set out in this Agreement.

7.2The issue of the Consideration Shares by the Purchaser to the Seller in terms of clause 7.1 above shall constitute full and final discharge and settlement by the Purchaser of all payment obligations to the Seller in respect of the Sale Shares, and upon such payment having been made, neither the Seller nor any of its directors, shareholders or beneficiaries shall have any claims of whatever nature against the Purchaser in respect of the Sale Shares.

8.DELIVERY OF THE CONSIDERATION SHARES AND THE SALE SHARES

8.1On the Delivery Date the Purchaser shall deliver to the Seller a current and valid share certificate in respect of the Consideration Shares reflecting the Seller as the holder thereof.

8.2On the Delivery Date, against receipt of the Consideration Shares in accordance with clause above, the Seller shall provide:

8.2.1to the CSDP an irrevocable written instruction to register the Sale Shares in the name of the Purchaser; and

8.2.2to the Purchaser an unconditional written confirmation from the CSDP of registration of the Sale Shares in the name of the Purchaser.

9.OWNERSHIP, RISK AND BENEFIT

On the completion of the actions described in clause 8.1 above,

9.1the Seller shall:

9.1.1become the unconditional owner of the Consideration Shares; and

9.1.2be entitled to all benefits and subject to all risks attaching to the Consideration Shares; and

9.2the Purchaser shall:

9.2.1become the unconditional owner of the Sale Shares; and

9.2.2be entitled to all benefits and subject to all risks attaching to the Sale Shares.

10.NO ASSIGNMENT

Save as may otherwise expressly be provided for herein, neither this Agreement, nor any interest herein, nor any rights or obligations hereunder, may be ceded, delegated, assigned or otherwise transferred in any other manner, whether by operation of law or otherwise, by a Party without the prior signed written consent of the other Party, which consent shall not unreasonably be withheld or delayed.

11.GOOD FAITH

The Parties hereby undertake during the existence of this Agreement to:

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11.1at all times show to each other the utmost good faith in their dealings with each other;

11.2co-operate with each other to the fullest extent; and

11.3do all such reasonable things, perform all such reasonable actions and take all such reasonable steps as may be open to them and necessary for and incidental to the implementation and/or maintenance of the terms and conditions of this Agreement.

12.BREACH

Should a Party (the “Defaulting Party”) commit a breach of any of the material provisions hereof, then the other Party (the “Aggrieved Party”) shall, if they wish to enforce their rights hereunder, be obliged to give the Defaulting Party 10 (ten) Days written notice to remedy such a breach, which notice shall specify, in sufficient detail, the breach and the conduct required to rectify it.  If the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement against the Defaulting Party or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations in respect of which it is in breach of this Agreement in either event without prejudice to the Aggrieved Parties’ rights to claim damages.  The aforegoing is without prejudice to such other rights as the Aggrieved Party may have at law; provided always that, notwithstanding anything to the contrary contained in this Agreement, the Aggrieved Party shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment in money, or if it is capable of being remedied by a payment in money, the Defaulting Party fails to pay the amount concerned within 10 (ten) Days after such amount has been finally determined and payment thereof by the Defaulting Party has been demanded in writing by the Aggrieved Party.

13.CONFIDENTIALITY

13.1The Parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement and which relates to:

13.1.1the provisions of this Agreement;

13.1.2the negotiations relating to this Agreement;

13.1.3the subject matter of this Agreement; and/or

13.1.4the other Party.

13.2If a Party is uncertain about whether any information is to be treated as confidential in terms of this clause 13, it shall be obliged to treat it as such until written clearance is obtained from the other Party.

13.3A Party may disclose information which would otherwise be confidential if and to the extent that It is:

13.3.1required by law;

13.3.2required by any securities exchange or regulatory or a governmental body to which any of the Parties are subject, wherever situated, whether or not the requirement for information has the force of law;

13.3.3required to vest the full benefit of this Agreement in any of the Party;

13.3.4disclosed to the professional advisors, auditors and bankers of any of the Parties;

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13.3.5information that has come into the public domain through no fault of that Party; or

13.3.6approved by the other Party who shall have given prior written approval to the disclosure.

13.4Save for disclosures made in terms of clause 13.3.4 above or to any judicial or arbitral tribunal or officer, in the event that a Party is required to disclose any confidential information as contemplated in clause 13.1 above, such Party will:

13.4.1advise the other Parties thereof in writing prior to disclosure, if possible;

13.4.2take 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;

13.4.3afford the other Party a reasonable opportunity, if possible, to intervene in the proceedings;

13.4.4comply with the other Party’ reasonable requests as to the manner and terms of any such disclosure; and

13.4.5notify the other Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

14.NOTICES AND ADDRESSES

14.1The Parties hereto choose domicilia citandi et executandi for all purposes of and in connection with this Agreement as follows:

The Seller	Constantia Office Park
	Bridgeview House
	Ground Floor
	Corner 14th Avenue and Hendrik Potgieter Street
	Weltevreden Park, 1709
	South Africa
	Fax No. +27 11 726 1087
	Email: Phillip.Spencer@gold1.co.za
	Attention: Phillip Spencer
The Purchaser:	Constantia Office Park
	Bridgeview House
	Ground Floor
	Corner 14th Avenue and Hendrik Potgieter Street
	Weltevreden Park, 1709
	South Africa
	Fax No. +27 11 726 1087
	Email: Chris.Chadwick@gold1.co.za
	Attention: Chris Chadwick

14.2A Party hereto shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be an address other than a box number, and any such change shall only be effective upon receipt of notice in writing by the other Parties of such change.

14.3All notices, demands, communications or payments intended for a Party shall be made or given at such Party’s domicilium for the time being.

14.4A notice sent by one Party to any other Party may be delivered in one or more of the following manners and shall be deemed to be received:

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14.4.1on the Day of delivery, if delivered by hand during business hours;

14.4.2on the Day of transmission If sent by facsimile or electronic mail during business hours with receipt received confirming completion of transmission.  Any facsimile or electronic mail 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; and

14.4.3on the 7th (seventh) Day after posting, if sent by prepaid registered mail.

14.5Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

15.JURISDICTION AND GOVERNING LAW

15.1Subject to the provisions of clause 16 below, this Agreement and any matter arising from it shall be subject to the jurisdiction of the Gauteng Local Division of the High Court, Johannesburg.

15.2For the purposes of clause 15.1 above the Parties herewith submit to the jurisdiction of the Court referred to in clause 15.1 above and appoint as their domicilia for those purposes their respective addresses as set out in clause 14.1 above.

15.3This Agreement shall be subject to and shall be governed by the laws of South Africa.

16.DISPUTE RESOLUTION

16.1If any dispute arises out of or in connection with this Agreement, its termination or cancellation or the subject matter thereof, including claims in delict or for rectification of the Agreement, a Party may declare that a dispute exists by notice in writing to the other Party.

16.2Unless otherwise expressly agreed to in writing by the Parties, all disputes declared in accordance with clause 16.1 above shall be determined by arbitration, as follows:

16.2.1the arbitration proceedings shall be held at Sandton, South Africa; and

16.2.2the arbitration shall be conducted in accordance with the rules (“Arbitration Rules”) of the Arbitration Foundation of Southern Africa (“AFSA”), and should AFSA, for any reason, have ceased to exist at the time of the referral of the dispute to arbitration, the arbitration shall be conducted in accordance with the Standard Rules of the Association of Arbitrators of South Africa.

17.INDULGENCE AND WAIVER

17.1No indulgence which any of the Parties (the “Grantor”) may grant to another Party (the “Grantee”) shall constitute a waiver of any of the rights of the Grantor, who shall not thereby be precluded from exercising any rights against the Grantee which might have arisen in the past or which might arise in the future, save should such waiver be reduced to writing and signed by the Parties.

17.2The Parties to this Agreement hereby agree to waive any right on which they may have to rely for non-performance of any obligation under this Agreement on the basis of the lack of authority of any signatory who has purported to sign this Agreement on its behalf.

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18.SURVIVAL OF CERTAIN PROVISIONS ON TERMINATION OF THE AGREEMENT

18.1Save as provided for in clause 5 above, should this Agreement terminate pursuant to any provision contained herein or be cancelled by a Party in terms of the provisions hereof, the Parties shall continue to be bound by the provisions of clauses 1 to 3 (both inclusive) and 10 to 19 (both inclusive).

18.2Without derogating from the aforegoing, the expiration, cancellation 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, cancellation or termination or which of necessity must continue to have effect after such expiration, cancellation or termination, notwithstanding that the clauses themselves do not expressly provide for their survival.

19.COSTS

Each Party shall bear its own costs of and incidental to the negotiation, preparation and execution of this Agreement.

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For:GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED

Signature:	/s/ Phillip Spencer	/s/ Christopher Damon Chadwick
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	Phillip Spencer	Christopher Damon Chadwick
Capacity:	Director	Director
Date:	27 May 2016	27 May 2016
Place:	Johannesburg	Johannesburg
Witness:
Witness:

For:NEWSHELF 1361 PROPRIETARY LIMITED (WHICH IS IN THE PROCESS OF CHANGING ITS NAME TO GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED)

Signature:	/s/ Phillip Spencer	/s/ Christopher Damon Chadwick
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	Phillip Spencer	Christopher Damon Chadwick
Capacity:	Director	Director
Date:	27 May 2016	27 May 2016
Place:	Johannesburg	Johannesburg
Witness:
Witness:

EX-12

Exhibit 12

SALE OF SHARES AGREEMENT

entered into between

GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED

and

GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED

TABLE OF CONTENTS

		Page
1.	PARTIES	1
2.	AGREEMENT	1
3.	DEFINITIONS AND INTERPRETATION	2
4.	INTRODUCTION	4
5.	CONDITION PRECEDENT	5
6.	SALE OF THE SALE SHARES	5
7.	PURCHASE CONSIDERATION	6
8.	DELIVERY OF THE CONSIDERATION SHARES AND THE SALE SHARES	6
9.	OWNERSHIP, RISK AND BENEFIT	6
10.	NO ASSIGNMENT	6
11.	GOOD FAITH	7
12.	BREACH	7
13.	CONFIDENTIALITY	7
14.	NOTICES AND ADDRESSES	8
15.	JURISDICTION AND GOVERNING LAW	9
16.	DISPUTE RESOLUTION	9
17.	INDULGENCE AND WAIVER	9
18.	SURVIVAL OF CERTAIN PROVISIONS ON TERMINATION OF THE AGREEMENT	10
19.	COSTS	10

1.PARTIES

1.1The Parties to this Agreement are:

1.1.1Gold One South Africa Proprietary Limited (Registration Number 2014/108717/07), a company incorporated and registered in accordance with the laws of South Africa (the “Seller”); and

1.1.2Gold One South Africa SPV (RF) Proprietary Limited (Registration Number 2016/101986/07), a company incorporated and registered in accordance with the laws of South Africa (the “Purchaser”).

1.2Any reference herein to “Party” and “Parties” shall be a reference to the Parties described above either individually or collectively, as may be required by the context of this Agreement, and their respective successors in title, administrators, assigns, liquidators, curators, executors, trustees, heirs or other legal representatives of the Parties as fully and effectively as if they had signed this Agreement in the first instance.

2.AGREEMENT

2.1Agreement.  Subject to clause 5 below, the Parties hereby contract with each other with effect from the Signature Date on the terms and conditions contained in this document and all schedules, annexures, attachments, addenda and variations or amendments thereof duly effected in terms of the provisions of this document, all of which are hereinafter collectively referred to as the or this “Agreement”.

2.2Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Parties with respect to the arrangement and other transactions contemplated hereby and supersedes all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto.

2.3Representations.  The Parties have not entered into this Agreement in reliance upon any representation, warranty or undertaking of a Party that is not expressly set out or referred to in this Agreement and no Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded in this Agreement.

2.4Severability.  If any provision of this Agreement is determined by a court or agreed forum of competent jurisdiction to be invalid, illegal or unenforceable, then:

2.4.1that provision will (to the extent of the invalidity, illegality or unenforceability) be deemed severed from this Agreement and will be given no effect;

2.4.2the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the invalid, illegal or unenforceable provisions hereof; and

2.4.3the Parties will use all reasonable commercial efforts to replace each invalid, illegal or unenforceable provision with the valid, legal and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid, illegal or unenforceable provision.

2.5Counterparts.  This Agreement may be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement, and may be delivered by facsimile or scanned and e-mailed.

2.6Signatories.  Each of the signatories to this Agreement, who signs on behalf of a Party, warrants that he has been duly authorised by the Party on whose behalf such person signs this Agreement, thereby binding the Party whom such signatory represents to this Agreement.  In proof of such authorisation each such signatory to this Agreement will, if requested in writing to do so, exhibit to the other signatory a true copy of a resolution in writing by the board of directors of the Party whom he represents, confirming the authorisation of such signatory to sign this Agreement on behalf of the Party concerned and to bind the latter to this Agreement.

2.7Clauses.  The division of this Agreement into clauses and sub-clauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation hereof.

2.8Variations.  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.  For the purposes of this clause, notwithstanding the provisions of ECTA, “signed” shall mean a signature executed by hand on paper containing the document or an advanced electronic signature as defined in ECTA, applied to the document by the signatory.

3.DEFINITIONS AND INTERPRETATION

3.1In this Agreement, the following words and expressions shall have the following meanings and derivatives of any words or expressions and cognate expressions shall bear corresponding meanings, unless otherwise required by the context in which they are used herein:

“Agreement”	this agreement, as more fully described in clause 2 above;
“Applicable Laws”	any law, regulation, regulatory requirement, judgment, order or direction or any other act of any governmental authority in South Africa and includes any law insofar as it relates to the interpretation of any law;
“Business Day”	any day other than a Saturday, Sunday or official public holiday in South Africa;
“Company”	Sibanye Gold Limited (Registration No. 2002/031431/06), a company incorporated and registered in accordance with the laws of South Africa;
“Condition Precedent”	the condition precedent to this Agreement, more fully described in clause 5 below;
“Consideration Shares”	One (1) Share in the share capital of the Purchaser which are to be issued by the Purchaser to the Seller in accordance with clause 7 below;
“CSDP”	means the Seller’s central securities depositary participant appointed as such by the Seller in terms of the Financial Markets Act, 2012;
“Day”	a calendar day;
“Delivery Date”	a Business Day not later than 1 (one) Business Day after the Fulfilment Date or such other date as the Parties may agree to in writing;

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“ECTA”	the Electronic Communications and Transactions Act, 2002;
“Facility Agreement”	has the meaning ascribed thereto in clause 4.3 below;
“Finance Documents”	has the meaning ascribed thereto in the Facility Agreement;
“Fulfilment Date”	the date on which the Condition Precedent is fulfilled in terms of clause 5.4 below, which date shall not be later than 11 October 2016, or such other date as the Parties may agree to in writing;
“Gold One Cayman Islands”	Gold One Group Limited (Registration No. 288940), a company incorporated and registered in accordance with the laws of the Cayman Islands;
“Lender”	means Bank of America, N.A., London branch, a national banking association chartered under United States law by the office of the Comptroller of the Currency, charter number 13044, with its head office at 100 North Tryon Street, Charlotte, North Carolina, United States of America, acting through its London branch at 2 King Edward Street, London, EC1A 1HQ, United Kingdom, with company number FC 002984 as lender, or its successors in title, permitted assigns and/or permitted transferees, as contemplated under the Facility Agreement;
“Party” and “Parties”	the Parties to this Agreement, described in clause 0 above, either individually or collectively, as required by the context of the Agreement;
“Purchase Consideration”	the purchase consideration to be paid by the Purchaser to the Seller for the Sale Shares, which will be the Consideration Shares;
“Purchaser”	Gold One South Africa SPV (RF) Proprietary Limited, more fully described in clause 1.1.2 above;
“Sale Shares”	88 420 837 (Eighty eight million four hundred and twenty thousand eight hundred and thirty seven) Shares which the Seller holds in the Company as at the Signature Date, the Delivery Date and every Day in between;
“Seller”	Gold One South Africa Proprietary Limited, more fully described in clause 1.1.1 above;
“Shares”	authorised shares of the Company or the Purchaser, as the case may be and as required by the context, whether already issued or not yet issued;
“Signature Date”	the date on which the last of the Parties signs this Agreement;
“South Africa”	the Republic of South Africa;
“Year”	means a period of 12 (twelve) consecutive months.

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3.2If any provision in a definition is a substantive provision, conferring rights or imposing obligations on any Party, effect shall be given thereto as if such provision were a substantive provision in the body of the Agreement, notwithstanding that such provision is only contained in the relevant definition.

3.3Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined above in this clause 3.

3.4Unless inconsistent with the context in which it is used in this Agreement, a word or an expression which denotes:

3.4.1any gender includes the other genders;

3.4.2a natural person includes a body corporate, a trust, firm or association of persons and vice versa;

3.4.3the singular includes the plural and vice versa.

3.5The headings to the paragraphs in this Agreement shall not be used in the interpretation thereof.

3.6When any number of Days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.7When any number of Years is prescribed in this Agreement, same shall be calculated from a specific Day of a calendar month in a specific Year, to the numerically corresponding Day and calendar month in the following Year (or Years, as the case may be), less 1 (one) Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.8Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail unless the context indicates a contrary intention or the Party supporting the accuracy of the numerals over the words is able to prove, on a balance of probabilities, that the numerals are correct.

3.9Any reference to business hours shall be construed as being the hours between 08h00 and 17h00 on any Business Day.  Any reference to time shall be based upon South African Standard Time.

3.10The rule of construction that, in the event of ambiguity, the contract will be interpreted against the party responsible for the drafting thereof shall not apply in the interpretation of this Agreement.

3.11Any references to a statutory provision or enactment shall be a reference to such provision or enactment and to any regulation or order made under such provision or enactment, as in force at any time relevant to this Agreement.

3.12Save as may expressly otherwise be provided, any reference in this Agreement to “in writing”, “written” or the like shall include any form of written recordal, including e-mails, faxes, letters, memoranda, notes and formal agreements.

4.INTRODUCTION

4.1The Seller is the holder and beneficial owner of the Sale Shares.

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4.2The Seller is also a wholly owned subsidiary of Gold One Cayman Islands.

4.3Gold One Cayman Islands intends to enter into a revised and restated margin loan facility agreement (“Facility Agreement”) with the Lender, the Seller and the Purchaser in terms of which the Lender will advance funds to Gold One Cayman Islands from time to time, on the terms and conditions contained in the Facility Agreement.

4.4In terms of the Finance Documents, the Purchaser is required to provide security to the Lender for all of the obligations of the Seller, the Purchaser and Gold One Cayman Islands under the Facility Agreement.  To this end, the Purchaser is required to provide a pledge and cession in securitatem debiti of the Sale Shares to the Lender.

4.5Consequently:

4.5.1the Seller wishes to sell to the Purchaser and the Purchaser wishes to purchase from the Seller the Sale Shares in accordance with section 42 of the Income Tax Act, 1962; and

4.5.2the Parties accordingly agree to the sale of the Sale Shares by the Seller to the Purchaser on the terms and conditions set out in this Agreement.

5.CONDITION PRECEDENT

5.1The rights and obligations of the Parties under this Agreement, save for those set out in clauses 0 to 3 above inclusive, this clause 5 and clauses 10 to 19 below inclusive, which will be of immediate force and effect and binding on the Parties as from the Signature Date (the “Immediately Operative Provisions”), are subject to the fulfilment of the following Condition Precedent, namely that the Finance Documents become unconditional according to its terms, save for any condition in the Finance Documents pertaining to this Agreement becoming unconditional.

5.2The Parties undertake to each other to use their reasonable commercial endeavours, and to cooperate with each other in good faith, to procure the fulfilment of the Condition Precedent by the Fulfilment Date.

5.3The Condition Precedent cannot be waived.

5.4If the Condition Precedent is not fulfilled by the Fulfilment Date:

5.4.1the rights and obligations of the Parties under this Agreement as set out in the Immediately Operative Provisions will automatically and without any further act of either of the Parties terminate and be of no further force and effect;

5.4.2the rights and obligations of the Parties as set out in the remaining provisions of the Agreement shall not come into existence and the Parties shall be restored as nearly as may be possible to the positions in which they would have been had this Agreement not been entered into; and

5.4.3neither Party shall then have any claim against the other Party arising from the rights and obligations of the Parties terminating or not coming into existence, as the case may be.

6.SALE OF THE SALE SHARES

The Seller hereby sells to the Purchaser which hereby purchases the Sale Shares as one indivisible transaction on the terms and conditions set out in this Agreement.

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7.PURCHASE CONSIDERATION

7.1In consideration for the sale to it of the Sale Shares in terms of clause 6, the Purchaser will pay to the Seller the Purchase Consideration by issuing to the Seller on the Delivery Date the Consideration Share at R1 989 505 420.17 (One billion nine hundred and eighty nine million five hundred and five thousand four hundred and twenty Rand and seventeen Cents) per Consideration Share on the terms and conditions set out in this Agreement.

7.2The issue of the Consideration Shares by the Purchaser to the Seller in terms of clause 7.1 above shall constitute full and final discharge and settlement by the Purchaser of all payment obligations to the Seller in respect of the Sale Shares, and upon such payment having been made, neither the Seller nor any of its directors, shareholders or beneficiaries shall have any claims of whatever nature against the Purchaser in respect of the Sale Shares.

8.DELIVERY OF THE CONSIDERATION SHARES AND THE SALE SHARES

8.1On the Delivery Date the Purchaser shall deliver to the Seller a current and valid share certificate in respect of the Consideration Shares reflecting the Seller as the holder thereof.

8.2On the Delivery Date, against receipt of the Consideration Shares in accordance with clause 8.1 above, the Seller shall provide:

8.2.1to the CSDP an irrevocable written instruction to register the Sale Shares in the name of the Purchaser; and

8.2.2to the Purchaser an unconditional written confirmation from the CSDP of registration of the Sale Shares in the name of the Purchaser.

9.OWNERSHIP, RISK AND BENEFIT

On the completion of the actions described in clause 8.1 above,

9.1the Seller shall:

9.1.1become the unconditional owner of the Consideration Shares; and

9.1.2be entitled to all benefits and subject to all risks attaching to the Consideration Shares; and

9.2the Purchaser shall:

9.2.1become the unconditional owner of the Sale Shares; and

9.2.2be entitled to all benefits and subject to all risks attaching to the Sale Shares.

10.NO ASSIGNMENT

Save as may otherwise expressly be provided for herein, neither this Agreement, nor any interest herein, nor any rights or obligations hereunder, may be ceded, delegated, assigned or otherwise transferred in any other manner, whether by operation of law or otherwise, by a Party without the prior signed written consent of the other Party, which consent shall not unreasonably be withheld or delayed.

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11.GOOD FAITH

The Parties hereby undertake during the existence of this Agreement to:

11.1at all times show to each other the utmost good faith in their dealings with each other;

11.2co-operate with each other to the fullest extent; and

11.3do all such reasonable things, perform all such reasonable actions and take all such reasonable steps as may be open to them and necessary for and incidental to the implementation and/or maintenance of the terms and conditions of this Agreement.

12.BREACH

Should a Party (the “Defaulting Party”) commit a breach of any of the material provisions hereof, then the other Party (the “Aggrieved Party”) shall, if they wish to enforce their rights hereunder, be obliged to give the Defaulting Party 10 (ten) Days written notice to remedy such a breach, which notice shall specify, in sufficient detail, the breach and the conduct required to rectify it.  If the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement against the Defaulting Party or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations in respect of which it is in breach of this Agreement in either event without prejudice to the Aggrieved Parties’ rights to claim damages.  The aforegoing is without prejudice to such other rights as the Aggrieved Party may have at law; provided always that, notwithstanding anything to the contrary contained in this Agreement, the Aggrieved Party shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment in money, or if it is capable of being remedied by a payment in money, the Defaulting Party fails to pay the amount concerned within 10 (ten) Days after such amount has been finally determined and payment thereof by the Defaulting Party has been demanded in writing by the Aggrieved Party.

13.CONFIDENTIALITY

13.1The Parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement and which relates to:

13.1.1the provisions of this Agreement;

13.1.2the negotiations relating to this Agreement;

13.1.3the subject matter of this Agreement; and/or

13.1.4the other Party.

13.2If a Party is uncertain about whether any information is to be treated as confidential in terms of this clause 13, it shall be obliged to treat it as such until written clearance is obtained from the other Party.

13.3A Party may disclose information which would otherwise be confidential if and to the extent that it is:

13.3.1required by law;

13.3.2required by any securities exchange or regulatory or a governmental body to which any of the Parties are subject, wherever situated, whether or not the requirement for information has the force of law;

13.3.3required to vest the full benefit of this Agreement in any of the Party;

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13.3.4disclosed to the professional advisors, auditors and bankers of any of the Parties;

13.3.5information that has come into the public domain through no fault of that Party; or

13.3.6approved by the other Party who shall have given prior written approval to the disclosure.

13.4Save for disclosures made in terms of clause 13.3.4 above or to any judicial or arbitral tribunal or officer, in the event that a Party is required to disclose any confidential information as contemplated in clause 13.1 above, such Party will:

13.4.1advise the other Parties thereof in writing prior to disclosure, if possible;

13.4.2take 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;

13.4.3afford the other Party a reasonable opportunity, if possible, to intervene in the proceedings;

13.4.4comply with the other Party’ reasonable requests as to the manner and terms of any such disclosure; and

13.4.5notify the other Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

14.NOTICES AND ADDRESSES

14.1The Parties hereto choose domicilia citandi et executandi for all purposes of and in connection

with this Agreement as follows:

The Seller	Constantia Office Park
	Bridgeview House
	Ground Floor
	Corner 14th Avenue and Hendrik Potgieter Street
	Weltevreden Park, 1709
	South Africa
	Fax No. +27 11 726 1087
	Email: Phillip.Spencer@gold1.co.za
	Attention: Phillip Spencer
The Purchaser:	Constantia Office Park
	Bridgeview House
	Ground Floor
	Corner 14th Avenue and Hendrik Potgieter Street
	Weltevreden Park, 1709
	South Africa
	Fax No. +27 11 726 1087
	Email: Chris.Chadwick@gold1.co.za
	Attention: Chris Chadwick

14.2A Party hereto shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be an address other than a box number, and any such change shall only be effective upon receipt of notice in writing by the other Parties of such change.

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14.3All notices, demands, communications or payments intended for a Party shall be made or given at such Party’s domicilium for the time being.

14.4A notice sent by one Party to any other Party may be delivered in one or more of the following manners and shall be deemed to be received:

14.4.1on the Day of delivery, if delivered by hand during business hours;

14.4.2on the Day of transmission if sent by facsimile or electronic mail during business hours with receipt received confirming completion of transmission.  Any facsimile or electronic mail 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; and

14.4.3on the 7th (seventh) Day after posting, if sent by prepaid registered mail.

14.5Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

15.JURISDICTION AND GOVERNING LAW

15.1Subject to the provisions of clause 16 below, this Agreement and any matter arising from it shall be subject to the jurisdiction of the Gauteng Local Division of the High Court, Johannesburg.

15.2For the purposes of clause 15.1 above the Parties herewith submit to the jurisdiction of the Court referred to in clause 15.1 above and appoint as their domicilia for those purposes their respective addresses as set out in clause 14.1 above.

15.3This Agreement shall be subject to and shall be governed by the laws of South Africa.

16.DISPUTE RESOLUTION

16.1If any dispute arises out of or in connection with this Agreement, its termination or cancellation or the subject matter thereof, including claims in delict or for rectification of the Agreement, a Party may declare that a dispute exists by notice in writing to the other Party.

16.2Unless otherwise expressly agreed to in writing by the Parties, all disputes declared in accordance with clause 16.1 above shall be determined by arbitration, as follows:

16.2.1the arbitration proceedings shall be held at Sandton, South Africa; and

16.2.2the arbitration shall be conducted in accordance with the rules (“Arbitration Rules”) of the Arbitration Foundation of Southern Africa (“AFSA”), and should AFSA, for any reason, have ceased to exist at the time of the referral of the dispute to arbitration, the arbitration shall be conducted in accordance with the Standard Rules of the Association of Arbitrators of South Africa.

17.INDULGENCE AND WAIVER

17.1No indulgence which any of the Parties (the “Grantor”) may grant to another Party (the “Grantee”) shall constitute a waiver of any of the rights of the Grantor, who shall not thereby be precluded from exercising any rights against the Grantee which might have arisen in the past or which might arise in the future, save should such waiver be reduced to writing and signed by the Parties.

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17.2The Parties to this Agreement hereby agree to waive any right on which they may have to rely for non-performance of any obligation under this Agreement on the basis of the lack of authority of any signatory who has purported to sign this Agreement on its behalf.

18.SURVIVAL OF CERTAIN PROVISIONS ON TERMINATION OF THE AGREEMENT

18.1Save as provided for in clause 5 above, should this Agreement terminate pursuant to any provision contained herein or be cancelled by a Party in terms of the provisions hereof, the Parties shall continue to be bound by the provisions of clauses 0 to 3 (both inclusive) and 10 to 19 (both inclusive).

18.2Without derogating from the aforegoing, the expiration, cancellation 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, cancellation or termination or which of necessity must continue to have effect after such expiration, cancellation or termination, notwithstanding that the clauses themselves do not expressly provide for their survival.

19.COSTS

Each Party shall bear its own costs of and incidental to the negotiation, preparation and execution of this Agreement.

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For:	GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED
Signature:	/s/ Christopher Damon Chadwick	/s/ Philip Andrew Charles Spencer
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	Christopher Damon Chadwick	Philip Andrew Charles Spencer
Capacity:	Director / CEO	Director / CFO
Date:	11 October 2016	11 October 2016
Place:	Weltevreden Park, Johannsburg	Weltevreden Park, Johannesburg
Witness:
Witness:

For:	GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED)
Signature:	/s/ Christopher Damon Chadwick	/s/ Philip Andrew Charles Spencer
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	Christopher Damon Chadwick	Philip Andrew Charles Spencer
Capacity:	Director / CEO	Director / CFO
Date:	11 October 2016	11 October 2016
Place:	Weltevreden Park, Johannsburg	Weltevreden Park, Johannesburg
Witness:
Witness:

EX-13

Exhibit 13

Execution Version

SALE OF SHARES AGREEMENT

entered into between

GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED

and

GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED

TABLE OF CONTENTS

		Page
1.	PARTIES	1
2.	AGREEMENT	1
3.	DEFINITIONS AND INTERPRETATION	2
4.	INTRODUCTION	4
5.	SALE OF THE SALE SHARES	5
6.	PURCHASE CONSIDERATION	5
7.	DELIVERY OF THE CONSIDERATION SHARES AND THE SALE SHARES	5
8.	OWNERSHIP, RISK AND BENEFIT	5
9.	NO ASSIGNMENT	6
10.	GOOD FAITH	6
11.	BREACH	6
12.	CONFIDENTIALITY	6
13.	NOTICES AND ADDRESSES	7
14.	JURISDICTION AND GOVERNING LAW	8
15.	DISPUTE RESOLUTION	8
16.	INDULGENCE AND WAIVER	9
17.	COSTS	9

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1.PARTIES

1.1The Parties to this Agreement are:

1.1.1Gold One South Africa Proprietary Limited (Registration Number 2014/108717/07), a company incorporated and registered in accordance with the laws of South Africa (the “Seller”); and

1.1.2Gold One South Africa SPV (RF) Proprietary Limited (Registration Number 2016/101986/07), a company incorporated and registered in accordance with the laws of South Africa (the “Purchaser”).

1.2Any reference herein to “Party” and “Parties” shall be a reference to the Parties described above either individually or collectively, as may be required by the context of this Agreement, and their respective successors in title, administrators, assigns, liquidators, curators, executors, trustees, heirs or other legal representatives of the Parties as fully and effectively as if they had signed this Agreement in the first instance.

2.AGREEMENT

2.1Agreement.  The Parties hereby contract with each other with effect from the Signature Date on the terms and conditions contained in this document and all schedules, annexures, attachments, addenda and variations or amendments thereof duly effected in terms of the provisions of this document, all of which are hereinafter collectively referred to as the or this “Agreement”.

2.2Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Parties with respect to the arrangement and other transactions contemplated hereby and supersedes all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto.

2.3Representations.  The Parties have not entered into this Agreement in reliance upon any representation, warranty or undertaking of a Party that is not expressly set out or referred to in this Agreement and no Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded in this Agreement.

2.4Severability.  If any provision of this Agreement is determined by a court or agreed forum of competent jurisdiction to be invalid, illegal or unenforceable, then:

2.4.1that provision will (to the extent of the invalidity, illegality or unenforceability) be deemed severed from this Agreement and will be given no effect;

2.4.2the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the invalid, illegal or unenforceable provisions hereof; and

2.4.3the Parties will use all reasonable commercial efforts to replace each invalid, illegal or unenforceable provision with the valid, legal and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid, illegal or unenforceable provision.

2.5Counterparts.  This Agreement may be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement, and may be delivered by facsimile or scanned and e-mailed.

2.6Signatories.  Each of the signatories to this Agreement, who signs on behalf of a Party, warrants that he has been duly authorised by the Party on whose behalf such

person signs this Agreement, thereby binding the Party whom such signatory represents to this Agreement.  In proof of such authorisation each such signatory to this Agreement will, if requested in writing to do so, exhibit to the other signatory a true copy of a resolution in writing by the board of directors of the Party whom he represents, confirming the authorisation of such signatory to sign this Agreement on behalf of the Party concerned and to bind the latter to this Agreement.

2.7Clauses.  The division of this Agreement into clauses and sub-clauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation hereof.

2.8Variations.  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.  For the purposes of this clause, notwithstanding the provisions of ECTA, “signed” shall mean a signature executed by hand on paper containing the document or an advanced electronic signature as defined in ECTA, applied to the document by the signatory.

3.DEFINITIONS AND INTERPRETATION

3.1In this Agreement, the following words and expressions shall have the following meanings and derivatives of any words or expressions and cognate expressions shall bear corresponding meanings, unless otherwise required by the context in which they are used herein:

“Agreement”	this agreement, as more fully described in clause 2 above;
“Applicable Laws”	any law, regulation, regulatory requirement, judgment, order or direction or any other act of any governmental authority in South Africa and includes any law insofar as it relates to the interpretation of any law;
“Business Day”	any day other than a Saturday, Sunday or official public holiday in South Africa;
“Company”	Sibanye Gold Limited (Registration No. 2002/031431/06), a company incorporated and registered in accordance with the laws of South Africa;
“Consideration Shares”	One (1) Share in the share capital of the Purchaser which are to be issued by the Purchaser to the Seller in accordance with clause 6 below;
“CSDP”	means the Seller’s central securities depositary participant appointed as such by the Seller in terms of the Financial Markets Act, 2012;
“Day”	a calendar day;
“Delivery Date”	a Business Day not later than 1 (one) Business Day after the Fulfilment Date or such other date as the Parties may agree to in writing;
“ECTA”	the Electronic Communications and Transactions Act, 2002;

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“Facility Agreement”	has the meaning ascribed thereto in clause 4.3 below;
“Finance Documents”	has the meaning ascribed thereto in the Facility Agreement;
“Gold One Cayman Islands”	Gold One Group Limited (Registration No. 288940), a company incorporated and registered in accordance with the laws of the Cayman Islands;
“Lender”	means Bank of America, N.A., London branch, a national banking association chartered under United States law by the office of the Comptroller of the Currency, charter number 13044, with its head office at 100 North Tryon Street, Charlotte, North Carolina, United States of America, acting through its London branch at 2 King Edward Street, London, EC1A 1HQ, United Kingdom, with company number FC 002984 as lender, or its successors in title, permitted assigns and/or permitted transferees, as contemplated under the Facility Agreement;
“Party” and “Parties”	the Parties to this Agreement, described in clause 0 above, either individually or collectively, as required by the context of the Agreement;
“Purchase Consideration”	the purchase consideration to be paid by the Purchaser to the Seller for the Sale Shares, which will be the Consideration Shares;
“Purchaser”	Gold One South Africa SPV (RF) Proprietary Limited, more fully described in clause 1.1.2 above;
“Sale Shares”	13 350 000 (thirteen million three hundred and fifty thousand) Shares which the Seller holds in the Company as at the Signature Date, the Delivery Date and every Day in between;
“Seller”	Gold One South Africa Proprietary Limited, more fully described in clause 1.1.1 above;
“Shares”	authorised shares of the Company or the Purchaser, as the case may be and as required by the context, whether already issued or not yet issued;
“Signature Date”	the date on which the last of the Parties signs this Agreement;
“South Africa”	the Republic of South Africa;
“Year”	means a period of 12 (twelve) consecutive months.

3.2If any provision in a definition is a substantive provision, conferring rights or imposing obligations on any Party, effect shall be given thereto as if such provision were a substantive provision in the body of the Agreement, notwithstanding that such provision is only contained in the relevant definition.

3.3Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning

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ascribed to it for all purposes in terms of this Agreement, notwithstanding that the term has not been defined above in this clause 3.

3.4Unless inconsistent with the context in which it is used in this Agreement, a word or an expression which denotes:

3.4.1any gender includes the other genders;

3.4.2a natural person includes a body corporate, a trust, firm or association of persons and vice versa;

3.4.3the singular includes the plural and vice versa.

3.5The headings to the paragraphs in this Agreement shall not be used in the interpretation thereof.

3.6When any number of Days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.7When any number of Years is prescribed in this Agreement, same shall be calculated from a specific Day of a calendar month in a specific Year, to the numerically corresponding Day and calendar month in the following Year (or Years, as the case may be), less 1 (one) Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.8Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail unless the context indicates a contrary intention or the Party supporting the accuracy of the numerals over the words is able to prove, on a balance of probabilities, that the numerals are correct.

3.9Any reference to business hours shall be construed as being the hours between 08h00 and 17h00 on any Business Day. Any reference to time shall be based upon South African Standard Time.

3.10The rule of construction that, in the event of ambiguity, the contract will be interpreted against the party responsible for the drafting thereof shall not apply in the interpretation of this Agreement.

3.11Any references to a statutory provision or enactment shall be a reference to such provision or enactment and to any regulation or order made under such provision or enactment, as in force at any time relevant to this Agreement.

3.12Save as may expressly otherwise be provided, any reference in this Agreement to “in writing”, “written” or the like shall include any form of written recordal, including e-mails, faxes, letters, memoranda, notes and formal agreements.

4.INTRODUCTION

4.1The Seller is the holder and beneficial owner of the Sale Shares.

4.2The Seller is also a wholly owned subsidiary of Gold One Cayman Islands.

4.3Gold One Cayman Islands concluded a revised and restated margin loan facility agreement (“Facility Agreement”) with the Lender, the Seller and the Purchaser in terms of which the Lender will advance funds to Gold One Cayman Islands from time to time, on the terms and conditions contained in the Facility Agreement.

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4.4In terms of the Finance Documents, the Purchaser is required to provide security to the Lender for all of the obligations of the Seller, the Purchaser and Gold One Cayman Islands under the Facility Agreement.  To this end, the Purchaser is required to provide a pledge and cession in securitatem debiti of the Sale Shares to the Lender.

4.5Consequently:

4.5.1the Seller wishes to sell to the Purchaser and the Purchaser wishes to purchase from the Seller the Sale Shares in accordance with section 42 of the Income Tax Act, 1962; and

4.5.2the Parties accordingly agree to the sale of the Sale Shares by the Seller to the Purchaser on the terms and conditions set out in this Agreement.

5.SALE OF THE SALE SHARES

The Seller hereby sells to the Purchaser which hereby purchases the Sale Shares as one indivisible transaction on the terms and conditions set out in this Agreement.

6.PURCHASE CONSIDERATION

6.1In consideration for the sale to it of the Sale Shares in terms of clause 5, the Purchaser will pay to the Seller the Purchase Consideration by issuing to the Seller on the Delivery Date the Consideration Shares at R300 380 525 (Three hundred million three hundred and eighty thousand five hundred and twenty five rand) per Consideration Share on the terms and conditions set out in this Agreement.

6.2The issue of the Consideration Shares by the Purchaser to the Seller in terms of clause 6.1 above shall constitute full and final discharge and settlement by the Purchaser of all payment obligations to the Seller in respect of the Sale Shares, and upon such payment having been made, neither the Seller nor any of its directors, shareholders or beneficiaries shall have any claims of whatever nature against the Purchaser in respect of the Sale Shares.

7.DELIVERY OF THE CONSIDERATION SHARES AND THE SALE SHARES

7.1On the Delivery Date the Purchaser shall deliver to the Seller a current and valid share certificate in respect of the Consideration Shares reflecting the Seller as the holder thereof.

7.2On the Delivery Date, against receipt of the Consideration Shares in accordance with clause 7.1 above, the Seller shall provide:

7.2.1to the CSDP an irrevocable written instruction to register the Sale Shares in the name of the Purchaser; and

7.2.2to the Purchaser an unconditional written confirmation from the CSDP of registration of the Sale Shares in the name of the Purchaser.

8.OWNERSHIP, RISK AND BENEFIT

On the completion of the actions described in clause 7.1 above,

8.1the Seller shall:

8.1.1become the unconditional owner of the Consideration Shares; and

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8.1.2be entitled to all benefits and subject to all risks attaching to the Consideration Shares; and

8.2the Purchaser shall:

8.2.1become the unconditional owner of the Sale Shares; and

8.2.2be entitled to all benefits and subject to all risks attaching to the Sale Shares.

9.NO ASSIGNMENT

Save as may otherwise expressly be provided for herein, neither this Agreement, nor any interest herein, nor any rights or obligations hereunder, may be ceded, delegated, assigned or otherwise transferred in any other manner, whether by operation of law or otherwise, by a Party without the prior signed written consent of the other Party, which consent shall not unreasonably be withheld or delayed.

10.GOOD FAITH

The Parties hereby undertake during the existence of this Agreement to:

10.1at all times show to each other the utmost good faith in their dealings with each other;

10.2co-operate with each other to the fullest extent; and

10.3do all such reasonable things, perform all such reasonable actions and take all such reasonable steps as may be open to them and necessary for and incidental to the implementation and/or maintenance of the terms and conditions of this Agreement.

11.BREACH

Should a Party (the “Defaulting Party”) commit a breach of any of the material provisions hereof, then the other Party (the “Aggrieved Party”) shall, if they wish to enforce their rights hereunder, be obliged to give the Defaulting Party 10 (ten) Days written notice to remedy such a breach, which notice shall specify, in sufficient detail, the breach and the conduct required to rectify it.  If the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement against the Defaulting Party or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations in respect of which it is in breach of this Agreement in either event without prejudice to the Aggrieved Parties’ rights to claim damages.  The aforegoing is without prejudice to such other rights as the Aggrieved Party may have at law; provided always that, notwithstanding anything to the contrary contained in this Agreement, the Aggrieved Party shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment in money, or if it is capable of being remedied by a payment in money, the Defaulting Party fails to pay the amount concerned within 10 (ten) Days after such amount has been finally determined and payment thereof by the Defaulting Party has been demanded in writing by the Aggrieved Party.

12.CONFIDENTIALITY

12.1The Parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement and which relates to:

12.1.1the provisions of this Agreement;

12.1.2the negotiations relating to this Agreement;

12.1.3the subject matter of this Agreement; and/or

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12.1.4the other Party.

12.2If a Party is uncertain about whether any information is to be treated as confidential in terms of this clause 12, it shall be obliged to treat it as such until written clearance is obtained from the other Party.

12.3A Party may disclose information which would otherwise be confidential if and to the extent that it is:

12.3.1required by law;

12.3.2required by any securities exchange or regulatory or a governmental body to which any of the Parties are subject, wherever situated, whether or not the requirement for information has the force of law;

12.3.3required to vest the full benefit of this Agreement in any of the Party;

12.3.4disclosed to the professional advisors, auditors and bankers of any of the Parties;

12.3.5information that has come into the public domain through no fault of that Party; or

12.3.6approved by the other Party who shall have given prior written approval to the disclosure.

12.4Save for disclosures made in terms of clause 12.3.4 above or to any judicial or arbitral tribunal or officer, in the event that a Party is required to disclose any confidential information as contemplated in clause 12.1 above, such Party will:

12.4.1advise the other Parties thereof in writing prior to disclosure, if possible;

12.4.2take 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;

12.4.3afford the other Party a reasonable opportunity, if possible, to intervene in the proceedings;

12.4.4comply with the other Party’ reasonable requests as to the manner and terms of any such disclosure; and

12.4.5notify the other Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

13.NOTICES AND ADDRESSES

13.1The Parties hereto choose domicilia citandi et executandi for all purposes of and in connection with this Agreement as follows:

The Seller	Constantia Office Park
	Bridgeview House
	Ground Floor
	Corner 14th Avenue and Hendrik Potgieter Street
	Weltevreden Park, 1709
	South Africa
	Fax No. +27 11 726 1087
	Email: Phillip.Spencer@gold1.co.za
	Attention: Phillip Spencer

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The Purchaser:	Constantia Office Park
	Bridgeview House
	Ground Floor
	Corner 14th Avenue and Hendrik Potgieter Street
	Weltevreden Park, 1709
	South Africa
	Fax No. +27 11 726 1087
	Email: Chris.Chadwick@gold1.co.za
	Attention: Chris Chadwick

13.2A Party hereto shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be an address other than a box number, and any such change shall only be effective upon receipt of notice in writing by the other Parties of such change.

13.3All notices, demands, communications or payments intended for a Party shall be made or given at such Party’s domicilium for the time being.

13.4A notice sent by one Party to any other Party may be delivered in one or more of the following manners and shall be deemed to be received:

13.4.1on the Day of delivery, if delivered by hand during business hours;

13.4.2on the Day of transmission if sent by facsimile or electronic mail during business hours with receipt received confirming completion of transmission. Any facsimile or electronic mail 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; and

13.4.3on the 7th (seventh) Day after posting, if sent by prepaid registered mail.

13.5Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

14.JURISDICTION AND GOVERNING LAW

14.1Subject to the provisions of clause 15 below, this Agreement and any matter arising from it shall be subject to the jurisdiction of the Gauteng Local Division of the High Court, Johannesburg.

14.2For the purposes of clause 14.1 above the Parties herewith submit to the jurisdiction of the Court referred to in clause 14.1 above and appoint as their domicilia for those purposes their respective addresses as set out in clause 13.1 above.

14.3This Agreement shall be subject to and shall be governed by the laws of South Africa.

15.DISPUTE RESOLUTION

15.1If any dispute arises out of or in connection with this Agreement, its termination or cancellation or the subject matter thereof, including claims in delict or for rectification of the Agreement, a Party may declare that a dispute exists by notice in writing to the other Party.

15.2Unless otherwise expressly agreed to in writing by the Parties, all disputes declared in accordance with clause 15.1 above shall be determined by arbitration, as follows:

15.2.1the arbitration proceedings shall be held at Sandton, South Africa; and

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15.2.2the arbitration shall be conducted in accordance with the rules (“Arbitration Rules”) of the Arbitration Foundation of Southern Africa (“AFSA”), and should AFSA, for any reason, have ceased to exist at the time of the referral of the dispute to arbitration, the arbitration shall be conducted in accordance with the Standard Rules of the Association of Arbitrators of South Africa.

16.INDULGENCE AND WAIVER

16.1No indulgence which any of the Parties (the “Grantor”) may grant to another Party (the “Grantee”) shall constitute a waiver of any of the rights of the Grantor, who shall not thereby be precluded from exercising any rights against the Grantee which might have arisen in the past or which might arise in the future, save should such waiver be reduced to writing and signed by the Parties.

16.2The Parties to this Agreement hereby agree to waive any right on which they may have to rely for non-performance of any obligation under this Agreement on the basis of the lack of authority of any signatory who has purported to sign this Agreement on its behalf.

17.COSTS

Each Party shall bear its own costs of and incidental to the negotiation, preparation and execution of this Agreement.

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For:	GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED
Signature:	/s/ Christopher D. Chadwick	/s/ Phillip AC Spencer
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	CHRISTOPHER D CHADWICK	PHILLIP AC SPENCER
Capacity:	DIRECTOR / CEO	DIRECTOR / CFO
Date:	14 November 2016	14 November 2016
Place:	WELTEVREDEN PARK, JOHANNESBURG	WELTEVREDEN PARK, JOHANNESBURG
Witness:
Witness:

For:	GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED)
Signature:	/s/ Christopher D. Chadwick	/s/ Phillip AC Spencer
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	CHRISTOPHER D CHADWICK	PHILLIP AC SPENCER
Capacity:	DIRECTOR / CEO	DIRECTOR / CFO
Date:	14 November 2016	14 November 2016
Place:	WELTEVREDEN PARK, JOHANNESBURG	WELTEVREDEN PARK, JOHANNESBURG
Witness:
Witness:

EX-14

Exhibit 14

SALE OF SHARES AGREEMENT

entered into between

GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED

and

GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED

TABLE OF CONTENTS

		Page
1.	PARTIES	1
2.	AGREEMENT	1
3.	DEFINITIONS AND INTERPRETATION	2
4.	INTRODUCTION	4
5.	SALE OF THE SALE SHARES	5
6.	PURCHASE CONSIDERATION	5
7.	DELIVERY OF THE CONSIDERATION SHARES AND THE SALE SHARES	5
8.	OWNERSHIP, RISK AND BENEFIT	6
9.	NO ASSIGNMENT	6
10.	GOOD FAITH	6
11.	BREACH	6
12.	CONFIDENTIALITY	7
13.	NOTICES AND ADDRESSES	8
14.	JURISDICTION AND GOVERNING LAW	8
15.	DISPUTE RESOLUTION	9
16.	INDULGENCE AND WAIVER	9
17.	SURVIVAL OF CERTAIN PROVISIONS ON TERMINATION OF THE AGREEMENT	9
18.	COSTS	9

1.PARTIES

1.1The Parties to this Agreement are:

1.1.1Gold One South Africa Proprietary Limited (Registration Number 2014/108717/07), a company incorporated and registered in accordance with the laws of South Africa (the “Seller”); and

1.1.2Gold One South Africa SPV (RF) Proprietary Limited (Registration Number 2016/101986/07), a company incorporated and registered in accordance with the laws of South Africa (the “Purchaser”).

1.2Any reference herein to “Party” and “Parties” shall be a reference to the Parties described above either individually or collectively, as may be required by the context of this Agreement, and their respective successors in title, administrators, assigns, liquidators, curators, executors, trustees, heirs or other legal representatives of the Parties as fully and effectively as if they had signed this Agreement in the first instance.

2.AGREEMENT

2.1Agreement.  Subject to clause Error! Reference source not found. below, the Parties hereby contract with each other with effect from the Signature Date on the terms and conditions contained in this document and all schedules, annexures, attachments, addenda and variations or amendments thereof duly effected in terms of the provisions of this document, all of which are hereinafter collectively referred to as the or this “Agreement”.

2.2Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Parties with respect to the arrangement and other transactions contemplated hereby and supersedes all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto.

2.3Representations.  The Parties have not entered into this Agreement in reliance upon any representation, warranty or undertaking of a Party that is not expressly set out or referred to in this Agreement and no Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded in this Agreement.

2.4Severability.  If any provision of this Agreement is determined by a court or agreed forum of competent jurisdiction to be invalid, illegal or unenforceable, then:

2.4.1that provision will (to the extent of the invalidity, illegality or unenforceability) be deemed severed from this Agreement and will be given no effect;

2.4.2the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the invalid, illegal or unenforceable provisions hereof; and

2.4.3the Parties will use all reasonable commercial efforts to replace each invalid, illegal or unenforceable provision with the valid, legal and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid, illegal or unenforceable provision.

2.5Counterparts.  This Agreement may be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement, and may be delivered by facsimile or scanned and e-mailed.

2.6Signatories.  Each of the signatories to this Agreement, who signs on behalf of a Party, warrants that he has been duly authorised by the Party on whose behalf such person signs this Agreement, thereby binding the Party whom such signatory represents to this Agreement.  In proof of such authorisation each such signatory to this Agreement will, if requested in writing to do so, exhibit to the other signatory a true copy of a resolution in writing by the board of directors of the Party whom he represents, confirming the authorisation of such signatory to sign this Agreement on behalf of the Party concerned and to bind the latter to this Agreement.

2.7Clauses.  The division of this Agreement into clauses and sub-clauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation hereof.

2.8Variations.  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.  For the purposes of this clause, notwithstanding the provisions of ECTA, “signed’ shall mean a signature executed by hand on paper containing the document or an advanced electronic signature as defined in ECTA, applied to the document by the signatory.

3.DEFINITIONS AND INTERPRETATION

3.1In this Agreement, the following words and expressions shall have the following meanings and derivatives of any words or expressions and cognate expressions shall bear corresponding meanings, unless otherwise required by the context in which they are used herein:

“Agreement”	this agreement, as more fully described in clause 2 above;
“Applicable Laws”	any law, regulation, regulatory requirement, judgment, order or direction or any other act of any governmental authority in South Africa and includes any law insofar as it relates to the interpretation of any law;
“Business Day”	any day other than a Saturday, Sunday or official public holiday in South Africa;
“Company”	Sibanye Gold Limited (Registration No. 2002/031431/06), a company incorporated and registered in accordance with the laws of South Africa;
“Consideration Shares”	One (1) Share in the share capital of the Purchaser which are to be issued by the Purchaser to the Seller in accordance with clause 6 below;
“CSDP”	means the Seller’s central securities depositary participant appointed as such by the Seller in terms of the Financial Markets Act, 2012;
“Day”	a calendar day;
“Delivery Date”	a Business Day not later than 1 (one) Business Day after the Fulfilment Date or such other date as the Parties may agree to in writing;
“ECTA”	the Electronic Communications and Transactions Act, 2002;

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“Facility Agreement”	has the meaning ascribed thereto in clause 4.3 below;
“Finance Documents”	has the meaning ascribed thereto in the Facility Agreement;
“Fulfilment Date”	the date on which the condition is fulfilled in terms of clause 7 below, which date shall not be later than 23 May 2017, or such other date as the Parties may agree to in writing;
“Gold One Cayman Islands”	Gold One Group Limited (Registration No. 288940), a company incorporated and registered in accordance with the laws of the Cayman Islands;
“Lender”	means Bank of America, N.A., London branch, a national banking association chartered under United States law by the office of the Comptroller of the Currency, charter number 13044, with its head office at 100 North Tryon Street, Charlotte, North Carolina, United States of America, acting through its London branch at 2 King Edward Street, London, EC1A 1HQ, United Kingdom, with company number FC 002984 as lender, or its successors in title, permitted assigns and/or permitted transferees, as contemplated under the Facility Agreement;
“Party” and “Parties”	the Parties to this Agreement, described in clause 1 above, either individually or collectively, as required by the context of the Agreement;
“Purchase Consideration”	the purchase consideration to be paid by the Purchaser to the Seller for the Sale Shares, which will be the Consideration Shares;
“Purchaser”	Gold One South Africa SPV (RF) Proprietary Limited, more fully described in clause 1.1.2 above;
“Sale Shares”	23 515 242 (twenty three million thousand, two hundred and forty two) Shares which the Seller holds in the Company as at the Signature Date, the Delivery Date and every Day in between;
“Seller”	Gold One South Africa Proprietary Limited, more fully described in clause 1.1.1 above;
“Shares”	authorised shares of the Company or the Purchaser, as the case may be and as required by the context, whether already issued or not yet issued;
“Signature Date”	the date on which the last of the Parties signs this Agreement;
“South Africa”	the Republic of South Africa;
“Year”	means a period of 12 (twelve) consecutive months.

3.2If any provision in a definition is a substantive provision, conferring rights or imposing obligations on any Party, effect shall be given thereto as if such provision were a

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substantive provision in the body of the Agreement, notwithstanding that such provision is only contained in the relevant definition.

3.3Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined above in this clause 3.

3.4Unless inconsistent with the context in which it is used in this Agreement, a word or an expression which denotes:

3.4.1any gender includes the other genders;

3.4.2a natural person includes a body corporate, a trust, firm or association of persons and vice versa;

3.4.3the singular includes the plural and vice versa.

3.5The headings to the paragraphs in this Agreement shall not be used in the interpretation thereof.

3.6When any number of Days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.7When any number of Years is prescribed in this Agreement, same shall be calculated from a specific Day of a calendar month in a specific Year, to the numerically corresponding Day and calendar month in the following Year (or Years, as the case may be), less 1 (one) Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.8Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail unless the context indicates a contrary intention or the Party supporting the accuracy of the numerals over the words is able to prove, on a balance of probabilities, that the numerals are correct.

3.9Any reference to business hours shall be construed as being the hours between 08h00 and 17h00 on any Business Day.  Any reference to time shall be based upon South African Standard Time.

3.10The rule of construction that, in the event of ambiguity, the contract will be interpreted against the party responsible for the drafting thereof shall not apply in the interpretation of this Agreement.

3.11Any references to a statutory provision or enactment shall be a reference to such provision or enactment and to any regulation or order made under such provision or enactment, as in force at any time relevant to this Agreement.

3.12Save as may expressly otherwise be provided, any reference in this Agreement to “in writing”, “written” or the like shall include any form of written recordal, including e-mails, faxes, letters, memoranda, notes and formal agreements.

4.INTRODUCTION

4.1The Seller is the holder and beneficial owner of the Sale Shares.

4.2The Seller is also a wholly owned subsidiary of Gold One Cayman Islands.

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4.3Gold One Cayman Islands intends to enter into an amended and restated margin loan facility agreement (“Facility Agreement”) with the Lender, the Seller and the Purchaser in terms of which the Lender will advance funds to Gold One Cayman Islands from time to time, on the terms and conditions contained in the Facility Agreement.

4.4In terms of the Finance Documents, the Purchaser is required to provide security to the Lender for all of the obligations of the Seller, the Purchaser and Gold One Cayman Islands under the Facility Agreement.  To this end, the Purchaser is required to provide a pledge and cession in securitatem debiti of the Sale Shares to the Lender.

4.5Consequently:

4.5.1the Seller wishes to sell to the Purchaser and the Purchaser wishes to purchase from the Seller the Sale Shares in accordance with section 42 of the Income Tax Act, 1962; and

4.5.2the Parties accordingly agree to the sale of the Sale Shares by the Seller to the Purchaser on the terms and conditions set out in this Agreement.

5.SALE OF THE SALE SHARES

The Seller hereby sells to the Purchaser which hereby purchases the Sale Shares as one indivisible transaction on the terms and conditions set out in this Agreement.

6.PURCHASE CONSIDERATION

6.1In consideration for the sale to it of the Sale Shares in terms of clause 5, the Purchaser will pay to the Seller the Purchase Consideration by issuing to the Seller on the Delivery Date the Consideration Shares at R529 102 767 (Five hundred and twenty nine million one hundred and two thousand seven hundred and sixty seven Rand) per Consideration Share on the terms and conditions set out in this Agreement.

6.2The issue of the Consideration Shares by the Purchaser to the Seller in terms of clause 6.1 above shall constitute full and final discharge and settlement by the Purchaser of all payment obligations to the Seller in respect of the Sale Shares, and upon such payment having been made, neither the Seller nor any of its directors, shareholders or beneficiaries shall have any claims of whatever nature against the Purchaser in respect of the Sale Shares.

7.DELIVERY OF THE CONSIDERATION SHARES AND THE SALE SHARES

7.1On the Delivery Date the Purchaser shall deliver to the Seller a current and valid share certificate in respect of the Consideration Shares reflecting the Seller as the holder thereof.

7.2On the Delivery Date, against receipt of the Consideration Shares in accordance with clause 7.1 above, the Seller shall provide:

7.2.1to the CSDP an irrevocable written instruction to register the Sale Shares in the name of the Purchaser; and

7.2.2to the Purchaser an unconditional written confirmation from the CSDP of registration of the Sale Shares in the name of the Purchaser.

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8.OWNERSHIP, RISK AND BENEFIT

On the completion of the actions described in clause 7.1 above,

8.1the Seller shall:

8.1.1become the unconditional owner of the Consideration Shares; and

8.1.2be entitled to all benefits and subject to all risks attaching to the Consideration Shares; and

8.2the Purchaser shall:

8.2.1become the unconditional owner of the Sale Shares; and

8.2.2be entitled to all benefits and subject to all risks attaching to the Sale Shares.

9.NO ASSIGNMENT

Save as may otherwise expressly be provided for herein, neither this Agreement, nor any interest herein, nor any rights or obligations hereunder, may be ceded, delegated, assigned or otherwise transferred in any other manner, whether by operation of law or otherwise, by a Party without the prior signed written consent of the other Party, which consent shall not unreasonably be withheld or delayed.

10.GOOD FAITH

The Parties hereby undertake during the existence of this Agreement to:

10.1at all times show to each other the utmost good faith in their dealings with each other;

10.2co-operate with each other to the fullest extent; and

10.3do all such reasonable things, perform all such reasonable actions and take all such reasonable steps as may be open to them and necessary for and incidental to the implementation and/or maintenance of the terms and conditions of this Agreement.

11.BREACH

Should a Party (the “Defaulting Party”) commit a breach of any of the material provisions hereof, then the other Party (the “Aggrieved Party”) shall, if they wish to enforce their rights hereunder, be obliged to give the Defaulting Party 10 (ten) Days written notice to remedy such a breach, which notice shall specify, in sufficient detail, the breach and the conduct required to rectify it.  If the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement against the Defaulting Party or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations in respect of which it is in breach of this Agreement in either event without prejudice to the Aggrieved Parties’ rights to claim damages.  The aforegoing is without prejudice to such other rights as the Aggrieved Party may have at law; provided always that, notwithstanding anything to the contrary contained in this Agreement, the Aggrieved Party shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment in money, or if it is capable of being remedied by a payment in money, the Defaulting Party fails to pay the amount concerned within 10 (ten) Days after such amount has been finally determined and payment thereof by the Defaulting Party has been demanded in writing by the Aggrieved Party.

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12.CONFIDENTIALITY

12.1The Parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement and which relates to:

12.1.1the provisions of this Agreement;

12.1.2the negotiations relating to this Agreement;

12.1.3the subject matter of this Agreement; and/or

12.1.4the other Party.

12.2If a Party is uncertain about whether any information is to be treated as confidential in terms of this clause 12, it shall be obliged to treat it as such until written clearance is obtained from the other Party.

12.3A Party may disclose information which would otherwise be confidential if and to the extent that it is:

12.3.1required by law;

12.3.2required by any securities exchange or regulatory or a governmental body to which any of the Parties are subject, wherever situated, whether or not the requirement for information has the force of law;

12.3.3required to vest the full benefit of this Agreement in any of the Party;

12.3.4disclosed to the professional advisors, auditors and bankers of any of the Parties;

12.3.5information that has come into the public domain through no fault of that Party; or

12.3.6approved by the other Party who shall have given prior written approval to the disclosure.

12.4Save for disclosures made in terms of clause 12.3.4 above or to any judicial or arbitral tribunal or officer, in the event that a Party is required to disclose any confidential information as contemplated in clause 12.1 above, such Party will:

12.4.1advise the other Parties thereof in writing prior to disclosure, if possible;

12.4.2take 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;

12.4.3afford the other Party a reasonable opportunity, if possible, to intervene in the proceedings;

12.4.4comply with the other Party’ reasonable requests as to the manner and terms of any such disclosure; and

12.4.5notify the other Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

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13.NOTICES AND ADDRESSES

13.1The Parties hereto choose domicilia citandi et executandi for all purposes of and in connection with this Agreement as follows:

The Seller	Constantia Office Park
	Bridgeview House
	Ground Floor
	Corner 14th Avenue and Hendrik Potgieter Street
	Weltevreden Park, 1709
	South Africa
	Fax No. +27 11 726 1087
	Email: Phillip.Spencer@gold1.co.za
	Attention: Phillip Spencer
The Purchaser:	Constantia Office Park
	Bridgeview House
	Ground Floor
	Corner 14th Avenue and Hendrik Potgieter Street
	Weltevreden Park, 1709
	South Africa
	Fax No. +27 11 726 1087
	Email: William.osae@gold1.co.za
	Attention: William Osae

13.2A Party hereto shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be an address other than a box number, and any such change shall only be effective upon receipt of notice in writing by the other Parties of such change.

13.3All notices, demands, communications or payments intended for a Party shall be made or given at such Party’s domicilium for the time being.

13.4A notice sent by one Party to any other Party may be delivered in one or more of the following manners and shall be deemed to be received:

13.4.1on the Day of delivery, if delivered by hand during business hours;

13.4.2on the Day of transmission if sent by facsimile or electronic mail during business hours with receipt received confirming completion of transmission. Any facsimile or electronic mail 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; and

13.4.3on the 7th (seventh) Day after posting, if sent by prepaid registered mail.

13.5Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

14.JURISDICTION AND GOVERNING LAW

14.1Subject to the provisions of clause 15 below, this Agreement and any matter arising from it shall be subject to the jurisdiction of the Gauteng Local Division of the High Court, Johannesburg.

14.2For the purposes of clause 14.1 above the Parties herewith submit to the jurisdiction of the Court referred to in clause 14.1 above and appoint as their domicilia for those purposes their respective addresses as set out in clause 13.1 above.

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14.3This Agreement shall be subject to and shall be governed by the laws of South Africa.

15.DISPUTE RESOLUTION

15.1If any dispute arises out of or in connection with this Agreement, its termination or cancellation or the subject matter thereof, including claims in delict or for rectification of the Agreement, a Party may declare that a dispute exists by notice in writing to the other Party.

15.2Unless otherwise expressly agreed to in writing by the Parties, all disputes declared in accordance with clause 15.1 above shall be determined by arbitration, as follows:

15.2.1the arbitration proceedings shall be held at Sandton, South Africa; and

15.2.2the arbitration shall be conducted in accordance with the rules (“Arbitration Rules”) of the Arbitration Foundation of Southern Africa (“AFSA”), and should AFSA, for any reason, have ceased to exist at the time of the referral of the dispute to arbitration, the arbitration shall be conducted in accordance with the Standard Rules of the Association of Arbitrators of South Africa.

16.INDULGENCE AND WAIVER

16.1No indulgence which any of the Parties (the “Grantor”) may grant to another Party (the “Grantee”) shall constitute a waiver of any of the rights of the Grantor, who shall not thereby be precluded from exercising any rights against the Grantee which might have arisen in the past or which might arise in the future, save should such waiver be reduced to writing and signed by the Parties.

16.2The Parties to this Agreement hereby agree to waive any right on which they may have to rely for non-performance of any obligation under this Agreement on the basis of the lack of authority of any signatory who has purported to sign this Agreement on its behalf.

17.SURVIVAL OF CERTAIN PROVISIONS ON TERMINATION OF THE AGREEMENT

17.1Save as provided for in clause Error! Reference source not found. above, should this Agreement terminate pursuant to any provision contained herein or be cancelled by a Party in terms of the provisions hereof, the Parties shall continue to be bound by the provisions of clauses 1 to 3 (both inclusive) and 9 to 18 (both inclusive).

17.2Without derogating from the aforegoing, the expiration, cancellation 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, cancellation or termination or which of necessity must continue to have effect after such expiration, cancellation or termination, notwithstanding that the clauses themselves do not expressly provide for their survival.

18.COSTS

Each Party shall bear its own costs of and incidental to the negotiation, preparation and execution of this Agreement.

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For:	GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED
Signature:	/s/ Phillip A. C. Spencer
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	Phillip A. C. Spencer
Capacity:	Director
Date:	23 May 2017
Place:	Johannesburg
Witness:
Witness:

For:	GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED)
Signature:	/s/ William K. Osae
	who warrants that he / she is duly authorised thereto	who warrants that he / she is duly authorised thereto
Name:	William K. Osae
Capacity:	Director
Date:	23 May 2017
Place:	Johannesburg
Witness:
Witness:

EX-15

Exhibit 15

Execution Version

INTERCOMPANY LOAN AGREEMENT

between

GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED

(hereinafter referred to as the “Borrower”)

and

GOLD ONE NORTH LIMITED

(hereinafter referred to as the “Lender”)

TABLE OF CONTENTS

		Clause number and description
1.	PARTIES		1
2.	AGREEMENT		1
3.	DEFINITIONS AND INTERPRETATION		3
4.	INTRODUCTION		8
5.	THE LOAN		8
6.	INTEREST AND REPAYMENT OF THE LOAN		8
7.	SECURITY		9
8.	TAXES		9
9.	CERTIFICATE OF INDEBTEDNESS		9
10.	WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS		10
11.	ASSIGNMENT		10
12.	GOOD FAITH		10
13.	BREACH		11
14.	CONFIDENTIALITY		12
15.	NOTICES AND ADDRESSES		13
16.	JURISDICTION AND GOVERNING LAW		14
17.	DISPUTE RESOLUTION		14
18.	INDULGENCE AND WAIVER		15
19.	SURVIVAL OF CERTAIN PROVISIONS ON TERMINATION OF THE AGREEMENT		15
20.	COSTS		16

1.PARTIES

1.1The Parties to this Agreement are:

1.1.1Gold One North Limited (Registration No.333782) a company incorporated and registered in accordance with the laws of Cyprus (the “Lender”); and

1.1.2Gold One South Africa SPV (RF) Proprietary Limited (Registration No. 2016/101986/07), a company incorporated and registered in accordance with the laws of South Africa (the “Borrower”).

1.2Any reference herein to “Party” and “Parties” shall be a reference to the Parties described above either individually or collectively, as may be required by the context of this Agreement, and their respective successors in title, administrators, assigns, liquidators, curators, executors, trustees, heirs or other legal representatives of the Parties as fully and effectively as if they had signed this Agreement in the first instance.

2.AGREEMENT

2.1Agreement.  The Parties hereby contract with each other with effect from the Signature Date on the terms and conditions contained in this document and all schedules, annexures, attachments, addenda and variations or amendments thereof duly effected in terms of the provisions of this document, all of which are hereinafter collectively referred to as the or this “Agreement”.

2.2Entire Agreement.  This Agreement constitutes the entire agreement and understanding between the Parties with respect to the arrangement and other transactions contemplated hereby and supersedes all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto.

2.3Subordination Agreement.  This agreement is subject to the terms of a subordination agreement dated on or about the date of this Agreement between the Borrower, the Lender, Bank of America, N.A., London Branch as Administrative

Agent and Bank of America Merrill Lynch International Limited as Facility Agent (the “Subordination Agreement”).  In the event of any inconsistency between this Agreement and the Subordination Agreement, the Subordination Agreement shall prevail.

2.4Representations.  The Parties have not entered into this Agreement in reliance upon any representation, warranty or undertaking of any Party that is not expressly set out or referred to in this Agreement and none of the Parties shall be bound by any express or implied term, representation, warranty, promise or the like not recorded in this Agreement.

2.5Severability.  If any provision of this Agreement is determined by a court or agreed forum of competent jurisdiction to be invalid, illegal or unenforceable, then:

2.5.1that provision will (to the extent of the invalidity, illegality or unenforceability) be deemed severed from this Agreement and will be given no effect;

2.5.2the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the invalid, illegal or unenforceable provisions hereof; and

2.5.3the Parties will use all reasonable commercial efforts to replace each invalid, illegal or unenforceable provision with the valid, legal and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid, illegal or unenforceable provision.

2.6Counterparts.  This Agreement may be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement, and may be delivered by facsimile or scanned e-mail.

2.7Signatories.  Each of the signatories to this Agreement who signs on behalf of a Party warrants that he or she has been duly authorised by the Party on whose behalf

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such person signs this Agreement, thereby binding the Party whom such signatory represents to this Agreement.  In proof of such authorisation each such signatory to this Agreement will exhibit to the other signatory a true copy of a resolution in writing by the board of directors of the Party whom he or she represents, confirming the authorisation of such signatory to sign this Agreement on behalf of the Party concerned and to bind the latter to this Agreement.

2.8Clauses.  The division of this Agreement into clauses and sub-clauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation hereof.

2.9Variations.  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 and, prior to the Senior Debt Discharge Date (as defined in the Subordination Agreement) the Administrative Agent under the Margin Loan Facility Agreement.

3.DEFINITIONS AND INTERPRETATION

3.1In this Agreement, the following words and expressions shall have the following meanings and derivatives of any word or expression and cognate words and expressions shall bear corresponding meanings, unless otherwise required by the context in which they are used herein:

“Agreement”	this agreement, more fully described in clause 2 above;
“Borrower”	Gold One South Africa SPV (RF) Proprietary Limited more fully described in clause 1.1.2 above;
“Business Day”	any day other than a Saturday, Sunday or official public holiday in Cyprus and South Africa;

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“Cash Proceeds”	means (i) any cash released to the Borrower in accordance with clause 12.2 (Release of Cash Distributions) of the Margin Loan Facility Agreement, (ii) any cash received by the Borrower in accordance with clause 22.4 (Disposals) of the Margin Loan Facility Agreement, or any other cash distribution or payment received by the Borrower under the Margin Loan Facility Agreement, in each case to the extent such cash is freely available to the Borrower and not otherwise restricted under the terms of the Margin Loan Finance Documents;
“Commencement Date”	means the Signature Date, or such later date as the Parties may agree to in writing;
“Cyprus”	the Republic of Cyprus;
“Day”	a calendar day;
“Lender”	Gold One North Limited, more fully described in clause 1.1.1 above;
“Loan”	means all the amounts lent and advanced by the Lender to the Borrower post the Signature Date;
“Loan Amount”	means the rand equivalent of USD200,000,000 (Two Hundred Million United States Dollars) as at the Commencement Date;
“Margin Loan Facility Agreement”	means the USD150,000,000 (One Hundred and Fifty Million United States Dollars) margin loan facility agreement entered into between, amongst others, Gold One Group Limited, the

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	Borrower, Gold One South Africa Proprietary Limited, Bank of America N.A., London Branch (as Effective Date Lender, Security Agent and Administrative Agent), ICBC Standard Bank Plc (as Effective Date Lender), originally dated 1 June 2016, as amended and/or restated from time to time;
Margin Loan Finance Documents	has the meaning given to the term ‘Finance Document” in the Margin Loan Facility Agreement;
“Outstanding Amount”	means the outstanding aggregate of: (i) the Loan Amount; plus (ii) any interest accrued on the Loan in accordance with the provisions of clause 6, less (iii) any amounts paid or prepaid in accordance with clause 6.3;
“Prime Rate”	means the nominal rate of interest per annum of First National Bank Limited (as certified by any general manager of any branch of that bank, whose appointment and authority it shall not be necessary to prove and whose decision shall be final and binding, save in the case of manifest error), which that bank publicly quotes as its prime rate, which interest shall be calculated daily, compounded monthly in arrear and calculated on the basis of a 365 Day year, irrespective of whether or not the year in question is a leap year;

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“Repayment Date”	means 1 July 2020, or such later date as the Lender may agree in writing;
“Signature Date”	the date on which the last of the Parties signs this Agreement;
“South Africa”	the Republic of South Africa;
“Subordination Agreement”	has the meaning given to that term in clause 2.3 above;
“rand”	South African rand, the official currency of South Africa; and
“USD”	United States dollars, the official currency of the United States of America.

3.2If any provision in a definition is a substantive provision, conferring rights or imposing obligations on any Party, effect shall be given thereto as if such provision were a substantive provision in the body of the Agreement, notwithstanding that such provision is only contained in the relevant definition.

3.3Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined above in this clause 3.

3.4Unless inconsistent with the context in which it is used in this Agreement, a word or an expression which denotes:

3.4.1any gender includes the other genders;

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3.4.2a natural person includes a body corporate, a trust, firm or association of persons and vice versa;

3.4.3the singular includes the plural and vice versa.

3.5The headings to the paragraphs in this Agreement shall not be used in the interpretation thereof.

3.6Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

3.7When any number of Days is prescribed in this Agreement, the same shall be reckoned exclusively of the first and inclusively of the last Day, unless the last Day falls on a Day that is not a Business Day, in which case the last Day shall be the next succeeding Business Day.

3.8Any reference to business hours shall be construed as being the hours between 08h00 and 17h00 on any Business Day.  Any reference to time shall be based upon Eastern European Standard Time.

3.9The rule of construction that, in the event of ambiguity, the contract will be interpreted against the party responsible for the drafting thereof shall not apply in the interpretation of this Agreement.

3.10Any references to a statutory provision or enactment shall be a reference to such provision or enactment and to any regulation or order made under such provision or enactment, as in force at any time relevant to this Agreement.

3.11Unless expressly otherwise stated, no provision of this Agreement shall constitute a stipulation for the benefit of any person (stipulatio alter) who is not a Party to this Agreement;

3.12the use of the word “including” followed by specific examples shall not be construed as limiting the meaning of the general wording preceding it and the

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eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific examples;

3.13Any reference in this Agreement to “in writing”, “written” or the like shall include any form of written recordal in a legible and non-transitory form, including emails, faxes, letters, memoranda, notes and formal agreements.

4.INTRODUCTION

4.1The Lender is a related company of the Borrower.

4.2This Agreement records the terms and conditions upon which the Loan shall be advanced by the Lender to the Borrower.

5.THE LOAN

In accordance with the terms of this Agreement, the Lender shall advance to the Borrower, and hereby lends, the Loan Amount, effective on the Commencement Date.

6.INTEREST AND REPAYMENT OF THE LOAN

6.1The Loan shall bear interest with effect from the Commencement Date at an interest rate which is in line with the interest rates applicable to loans availed of by the Lender from its lender(s), but will never exceed the Prime Rate calculated and compounded monthly in arrears on the average balance outstanding for that month.

6.2The Borrower may, at any time and in its discretion, following the receipt of any Cash Proceeds, apply an amount no greater than such Cash Proceeds:

6.2.1in payment of all or any part of any accrued but unpaid interest outstanding at that time; and/or

6.2.2in prepayment of the Loan or, in accordance with clause 6.2 above, any part of any accrued but unpaid interest outstanding from time to time.

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6.3The Borrower shall repay the Outstanding Amount in full on the Repayment Date.  For avoidance of doubt, all accrued interest shall only be due and payable on the Repayment Date.

6.4In the event that the Lender agrees to extend the Repayment Date to a date later than 1 July 2020, the Outstanding Amount shall be repayable in full within 5 days of demand by the Lender.

6.5Notwithstanding clause 6.3 above and subject to the provisions of the Subordination Agreement, the Outstanding Amount will automatically become due and payable upon the Borrower ceasing to be a subsidiary of the Lender.

6.6All payments of capital or interest to be made in terms hereof shall be made to the Lender unconditionally without deduction or set-off.

6.7All payments to be made by the Borrower to the Lender in terms of this Agreement shall be made directly into such bank accounts as the Lender may nominate by notice in writing to the Borrower from time to time.

7.SECURITY

The Loan shall be unsecured.

8.TAXES

All payments made by the Borrower to the Lender under this Agreement shall be free of all withholding and any other tax, which withholding or other tax the Borrower shall be required to pay in addition to making in full to the Lender of the payment or payments due to it under this Agreement.

9.CERTIFICATE OF INDEBTEDNESS

A certificate signed by the Lender as to the existence and the amount of indebtedness owed by the Borrower to the Lender, that such amount is due and payable, and as to any other fact, matter or thing relating to the Borrower’s indebtedness to the Lender in terms of this Agreement, shall be sufficient proof of the contents and correctness thereof for the

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purposes of provisional sentence, summary judgement or any other proceedings, shall be valid as a liquid document for such purpose and shall, in addition, be prima facie proof for purposes of pleadings or trial in any action instituted by the Lender arising herefrom.

10.WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

10.1Each of the Parties hereby represents and warrants to and in favour of the other that as at the Signature Date:

10.1.1it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; and

10.1.2this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms.

10.2Each of the Parties hereby represents and warrants and in favour of the other that as at the Signature Date and for the duration of this Agreement, the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

10.2.1contravene any law or regulation to which that Party is subject;

10.2.2contravene any provision of that Party’s constitutional documents; or

10.2.3conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

11.ASSIGNMENT

Subject to the provisions of the Subordination Agreement, the Parties may not cede, assign, transfer and/or delegate all or any part of their rights and/or obligations under this Agreement to any person without the prior written consent of the other Party thereto, which consent shall not be unreasonably withheld.

12.GOOD FAITH

The Parties hereby undertake during the existence of this Agreement to:

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12.1at all times show to each other the utmost good faith in their dealings with each other;

12.2co-operate with each other to the fullest extent; and

12.3do all such reasonable things, perform all such reasonable actions and take all such reasonable steps as may be available to them and necessary for and incidental to the implementation and/or maintenance of the terms and conditions of this Agreement.

13.BREACH

Should a Party (the “Defaulting Party’) commit a breach of any of the material provisions hereof, then the other Party (the “Aggrieved Party”) shall, if it wishes to enforce its rights hereunder, be obliged to give the Defaulting Party 10 (ten) Business Days written notice to remedy such material breach, which notice shall specify, in sufficient detail, the breach and the conduct required to rectify it.  Subject to the terms of the Subordination Agreement, if the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement against the Defaulting Party or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations in respect of which it is in breach of this Agreement, in either event without prejudice to the Aggrieved Party’s rights to claim damages.  The aforegoing is without prejudice to such other rights as the Aggrieved Party may have at law; provided always that, notwithstanding anything to the contrary contained in this Agreement, the Aggrieved Party shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such breach is a material breach going to the root of this Agreement and is incapable of being remedied by a payment in money, or if it is capable of being remedied by a payment in money, the Defaulting Party fails to pay the amount concerned within 10 (ten) Business Days after such amount has been finally determined and payment thereof by the Defaulting Party has been demanded in writing by the Aggrieved Party.

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14.CONFIDENTIALITY

14.1The Parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement and which relates to:

14.1.1the provisions of this Agreement;

14.1.2the negotiations relating to this Agreement;

14.1.3the subject matter of this Agreement; and/or

14.1.4the other Party.

14.2If a Party is uncertain about whether any information is to be treated as confidential in terms of this clause 14, it shall be obliged to treat it as such until written clearance is obtained from the other Party.

14.3A Party may disclose information which would otherwise be confidential if and to the extent that it is:

14.3.1to the Finance Parties under, and as defined in, the Margin Loan Facility Agreement;

14.3.2required by law;

14.3.3required by any securities exchange or regulatory or a governmental body to which either of the Parties are subject, wherever situated, whether or not the requirement for information has the force of law;

14.3.4required to vest the full benefit of this Agreement in either of the Parties;

14.3.5disclosed to the professional advisors, auditors and bankers of either of the Parties;

14.3.6information that has come into the public domain through no fault of that Party; or

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14.3.7approved by the other Party who shall have given prior written approval to the disclosure.

14.4Save for disclosures made in terms of clause 14.3.5 above or to any judicial or arbitral tribunal or officer, in the event that any Party is required to disclose any confidential information as contemplated in clause 14.1 above, such Party will —

14.4.1advise the other Party thereof in writing prior to disclosure, if possible;

14.4.2take 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;

14.4.3afford the other Party a reasonable opportunity, if possible, to intervene in the proceedings;

14.4.4comply with the other Party’s reasonable requests as to the manner and terms of any such disclosure; and

14.4.5notify the other Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

15.NOTICES AND ADDRESSES

15.1Any notice or other communication to be given in connection with this Agreement must be communicated confidentially and in writing and given by personal delivery, electronic mail or facsimile addressed as follows:

Lender	3 Julia House
	1066
	Nicosia
	Cyprus
	Contact Person: Phillip Spencer
	Email: Phillip.Spencer@gold1.co.za
Borrower	190 Elgin Avenue
	George Town
	Grand Cayman

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KY1-9007

Cayman Islands

Contact Person: Phillip Spencer

Email: Phillip.Spencer@gold1.co.za

or to such other address or addresses, other than box numbers, as shall be specified in any notice given hereunder.

15.2A notice sent by one Party to the other Party may be delivered in one or more of the following manners and shall be deemed to be received:

15.2.1on the Day of delivery, if delivered by personal delivery during business hours on a Business Day; and

15.2.2on the Day of transmission if sent by facsimile or electronic mail during business hours with receipt received confirming completion of transmission.  Any facsimile or electronic mail 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.

16.JURISDICTION AND GOVERNING LAW

16.1Subject to the provisions of clause 17 below, this Agreement and any matter arising from it shall be subject to the non-exclusive jurisdiction of the courts of Cyprus.

16.2This Agreement shall be subject to and shall be governed by the laws of Cyprus.

17.DISPUTE RESOLUTION

17.1If any dispute arises out of or in connection with this Agreement, its termination or cancellation or the subject matter thereof, including claims in delict or for the existence, validity, termination or rectification of the Agreement, a Party may declare that a dispute exists by notice in writing to the other Party.

17.2Unless otherwise expressly agreed to in writing by the Parties, all disputes declared in accordance with clause 17.1 above shall be determined by arbitration, as follows:

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17.2.1the seat of the arbitration proceedings shall be Sandton, South Africa, where the arbitral proceedings shall also be held;

17.2.2the language to be used in the arbitral proceedings shall be the English language;

17.2.3the arbitration shall be conducted in accordance with the Commercial Arbitration Rules (“Arbitration Rules”) of the Arbitration Foundation of Southern Africa (“AFSA’’), and should AFSA, for any reason, have ceased to exist at the time of the referral of the dispute to arbitration, the arbitration shall be conducted in accordance with the Standard Rules of the Association of Arbitrators of South Africa;

17.2.4the decision of the arbitrator shall be final and binding on the Parties, and may be made an order of any court of competent jurisdiction.  Each of the Parties hereby submits itself to the jurisdiction of the courts of Cyprus should any other Party wish to make the arbitrator’s decision an order of that court.

17.3The provisions of this clause 17 shall not preclude any Party from access to a competent division of the courts of Cyprus for urgent and/or interim relief pending the outcome of an arbitration in terms hereof or in respect of arbitration proceedings in terms hereof.

18.INDULGENCE AND WAIVER

No indulgence which a Party (“Grantor”) may grant to the another Party (“Grantee”) shall constitute a waiver of any of the rights of the Grantor, who shall not thereby be precluded from exercising any rights against the Grantee which might have arisen in the past or which might arise in the future, save if such waiver is reduced to writing and signed by the Parties.

19.SURVIVAL OF CERTAIN PROVISIONS ON TERMINATION OF THE AGREEMENT

19.1Should this Agreement terminate pursuant to any provision contained herein or be cancelled by any Party in terms of the provisions hereof, the Parties shall continue

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to be bound by the provisions of the clauses 1 to 3 above inclusive and 11 to 19 inclusive.

19.2Without derogating from the aforegoing, the expiration, cancellation 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, cancellation or termination or which of necessity must continue to have effect after such expiration, cancellation or termination, notwithstanding that the clauses themselves do not expressly provide for their survival.

20.COSTS

Each Party shall bear its own costs of and incidental to the negotiation, preparation and execution of this Agreement.

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SIGNED by the Parties and witnesses on the following dates and at the following places respectively:

For	GOLD ONE NORTH LIMITED
Signature:	/s/ Phillip Spencer
	who warrants that he / she is duly authorised thereto
Name:	Phillip Spencer
Date:	31 May 2017
Place:
Witness:
Witness: