SALE OF RIGHTS AGREEMENT
BY
QUANTUM AFRICAN MINING (PROPRIETARY) LIMITED
AND
RANDGOLD & EXPLORATION COMPANY LIMITED
TABLE OF CONTENTS
1 INTERPRETATION
2. PREAMBLE
3. CONSIDERATION FOR SALE OF RIGHTS
4. TERMS & CONDITIONS OF SALE OF RIGHTS
5. DISPUTE RESOLUTION
6. DOMICILIA AND NOTICES
7. GENERAL
8. COSTS
1. INTERPRETATION
In this agreement, unless the context clearly indicates a contrary
intention, the words and phrases listed below and their cognates, shall
bear the following meanings:
1.1 "business day" means any day of the week other than a
Saturday, Sunday or public holiday;
1.2 "effective date" means the date on which Randgold issues
Quantum with the share certificate relating to the Randgold
shares;
1.3 "Quantum" means Quantum African Mining (Pty) Limited, a
private company registered in accordance with the company laws
of the Republic of South Africa;
1.4 "Randgold" means Randgold & Exploration Company Limited,
registration number 1992/005642/06, a public company
incorporated in accordance with the laws of the Republic of
South Africa having its registered office at 0xx Xxxxx, 00
Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, the shares of which are quoted
on the Johannesburg Stock Exchange;
1.5 "Randgold shares" means the shares to be issued by Randgold to
Quantum in terms of clause 3 below;
1.6 an expression, which denotes any gender, includes the other
genders, a natural person includes an artificial person and
vice versa and the singular includes the plural and vice
versa.
2. PREAMBLE
2.1 Quantum owns a 20% (twenty percent) interest in the SOMBA SUL
alluvial diamond prospecting concession situated in the LUNDA
SUL Province of Angola and Quantum has agreed to sell to
Randgold or nominee, the interest in SOMBA SUL in return for
the payment by Randgold of the consideration referred to in
clause 3.
The parties wish to record the terms and conditions of their agreement
as they hereby do.
3. CONSIDERATION FOR SALE OF RIGHTS
Randgold shall issue to Quantum 1,373,000 (one million three hundred
and seventy three thousand) ordinary Randgold shares, in respect of
payment of the consideration, which shares shall be delivered to
Quantum within 10 (ten) business days of the date of signature of this
agreement.
4. TERMS AND CONDITIONS OF SALE OF SOMBA SUL RIGHTS
4.1 Quantum warrants that it owns the rights to the Somba Sul
project and that no other party has a claim against these
rights
4.2 Randgold will not be entitled to cancel this sale as a result
of a breach of any of the above warranties unless the breach
is material and is incapable of being remedied by payment of
compensation or if the breach is capable of being remedied by
payment of compensation, Quantum fails to pay such
compensation within 14 (fourteen) business days of the amount
thereof being determined.
4.3 On the effective date, Quantum shall deliver to Randgold,
against delivery by Randgold of the share certificate/s
relating to the Randgold shares:
4.3.1 the cession of Quantum's interest in the Somba Sul
project
5. DISPUTE RESOLUTION
Any dispute arising from or in connection with this agreement shall be
finally resolved in accordance with the Rules of the Arbitration
Foundation of Southern Africa by an arbitrator or arbitrators appointed
by the Foundation. Unless otherwise agreed, the arbitration hearing
shall take place in Johannesburg.
6. DOMICILIA AND NOTICES
6.1 The parties all choose domicilium citandi et executandi
("domicilium") for the purposes of giving any notice, the
payment of any sum, the serving of any process and for any
other purpose arising from this agreement as follows:
6.1.1 Quantum at 00X Xxxxxxx Xxxxxx, Xxxxxxxx
6.1.2 Randgold at 0xx Xxxxx, 00 Xxxxxxxx Xxxxxx,
Xxxxxxxxxxxx. Fax (000) 000-0000
6.2 Each of the parties shall be entitled from time to time, by
written notice to the others, to vary its domicilium to any
other address within the Republic of South Africa, which is
not a post office box or poste restante.
6.3 Any notice required or permitted to be given in terms of this
agreement shall be valid and effective only if in writing.
6.4 Any notice given and any payment made by one party to the
others ("the addressee") which:-
6.4.1 is delivered by hand during the normal business hours
of the addressee at the addressee's domicilium for
the time being shall be presumed, until the contrary
is proved, to have been received by the addressee at
the time of delivery;
6.4.2 is given by telefax shall be deemed, in the absence
of proof to the contrary, to have been received
within 1 (one) hour of the commencement of the
following business day.
7. GENERAL
7.1 Neither party shall be bound by any representation, warranty,
promise or the like not recorded herein.
7.2 No addition to, variation or agreed cancellation of this
agreement shall be of any force or effect unless in writing
and signed by or on behalf of the parties.
7.3 No extension of time or indulgence which either party ("the
grantor") may grant to the other ("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 may have arisen in the past or which
might arise in the future.
8. COSTS
The costs of and incidental to the transfer of the interest in the
Somba Sul project to Randgold and the Randgold shares to Quantum,
including the stamp duty payable thereon, shall be borne by Randgold.
SIGNED AT JOHANNESBURG ON THIS 18TH DAY OF JUNE 2004.
(signed - illegible)
For and on behalf of
QUANTUM AFRICAN MINING (PTY) LIMITED
Who warrants his authority hereto
SIGNED AT JOHANNESBURG ON THIS 18TH DAY OF 2004.
/s/ X.X. Xxxxxxxxx
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For and on behalf of
RANDGOLD & EXPLORATION COMPANY LTD
Who warrants his authority hereto
