Memorandum of Agreement

Exhibit 4.133

A2021

Subscription and Shareholders’ Agreement

ISL/HD
061208

Execution Version

Memorandum of Agreement

Made and entered into between:-

MINTAILS SA (PROPRIETARY) LIMITED

(Reg No 2004/007547/07)

(a company duly incorporated in accordance with the company laws of the Republic of South
Africa with limited liability, herein represented by Diederik Xxxxxx Xxxxxx van der Xxxx, in his
capacity as a director thereof, he being duly authorised hereto under and by virtue of a
resolution of the board of directors of the company passed at Johannesburg on the day of
December 2008, and a certified copy whereof is annexed hereto marked "A");

of the first part;

and

Page 2

WITFONTEIN MINING (PROPRIETARY) LIMITED

(Reg No 2003/013481/07)

(a company duly incorporated in accordance with the company laws of the Republic of South
Africa with limited liability, herein represented by Diederik Xxxxxx Xxxxxx van der Xxxx, in his
capacity as a director thereof, he being duly authorised hereto under and by virtue of a
resolution of the board of directors of the company passed at Johannesburg on the day
of December 2008, and a certified copy whereof is annexed hereto marked "B");

of the second part;

and

ARGONAUT FINANCIAL SERVICES (PROPRIETARY) LIMITED

(Reg No 1992/005514/07)

(a company duly incorporated in accordance with the company laws of the Republic of South
Africa with limited liability, herein represented by Xxxxxx Xxxxxx Xxxx, in his capacity as a
director thereof, he being duly authorised hereto under and by virtue of a resolution of the
board of directors of the company passed at Johannesburg on the day of December 2008,
and a certified copy whereof is annexed hereto marked "C");

of the third part.

1. Definitions

1.1

In this agreement, unless inconsistent with the context, the following terms and/or

expressions shall have the separate meanings assigned to them hereunder and for

purposes of convenience the said definitions are reflected throughout this agreement in

capitals:-

Page 3

1.1.1          “AGREEMENT”

shall mean this agreement between the

PARTIES

and shall be deemed to include

all annexes thereto which shall be initialled

or signed, as the case may be, by the

PARTIES

for purposes of identification;

1.1.2

“ARGONAUT”

shall mean Argonaut Financial Services

(Proprietary) Limited [a wholly owned

subsidiary of DRDGold South African

Operations (Proprietary) Limited] and shall

be deemed to include its successors in title;

1.1.3

“ARGONAUT
SHARES

”

shall mean the 500 (five hundred) NEW

SHARES

to be allotted, issued and

delivered by the COMPANY to

ARGONAUT pursuant to the provisions of

clauses 3.1.2.2 and 3.1.2.2.1 of the

AGREEMENT

;

1.1.4

“ATTORNEYS”

shall mean Levy, Feinsteins & Associates

Incorporated, practising under the style of

“Feinsteins” of Johannesburg;

1.1.5

“AUDITORS”

shall mean the auditors of the COMPANY

from time to time as appointed by the

COMPANY

in general meeting;

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1.1.6           “BEE”

shall have the meaning ascribed thereto in

terms of the Broad Based Black Economic

Empowerment Act, No 53 of 2003, as read

with the MINERAL ACTS;

1.1.7

“XXXXXX”

shall mean Xxxxx Xxxxxxxx Xxxxxx (Identity

Number 220520 0005 083) - now

deceased;

1.1.8

“BOARD”

shall mean the board of directors of the

COMPANY

from time to time;

1.1.9

“CLOSING DATE”

shall mean the date of the implementation

of the provisions of clause 5 infra which

shall as near as possible correspond with

the EFFECTIVE DATE and shall at latest

be 1 (one) day thereafter;

1.1.10

“COMBINED
PROPERTIES

”

shall mean the EXTANT PROPERTY and

the SALE PROPERTY;

1.1.11

“COMPANY”

shall mean Witfontein Mining (Proprietary)

Limited [formerly known as Skeat Gold

Mining East Rand (Proprietary) Limited

and prior thereto as Wavelett Trading 105

(Proprietary) Limited], the authorised share

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capital whereof is R1 000,00 (one thousand

rand) divided into 1 000 (one thousand)

ordinary par value shares of R1,00 (one

rand) each and the issued share capital

whereof:-

1.1.11.1

as at the SIGNATURE

DATE, is R100,00 (one

hundred rand) divided into 100

(one hundred) ordinary par

value shares of R1,00 (one

rand) each, the registered and

beneficial owner whereof is

MINTAILS SA ; and

1.1.11.2

as at the CLOSING DATE,

will be R1 000,00 (one

thousand rand) divided into

1 000 (one thousand) ordinary

par value shares of R1,00 (one

rand) each, the registered and

beneficial owners whereof

shall be:-

•

ARGONAUT - 500

(five hundred) shares;

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and

•

MINTAILS SA - 500

(five hundred) shares;

1.1.12

“DISPOSE”

shall in relation to any SHAREHOLDING

UNIT

in the COMPANY from time to

time mean sell, alienate, dispose of,

transfer, hypothecate, encumber or deal

with in any similar such manner and

“DISPOSED” or “DISPOSITION” or

“DISPOSAL” shall have a corresponding

meaning;

1.1.13

“DME”

shall mean the Department of Minerals and

Energy of the Government of the Republic

of South Africa;

1.1.14

“EFFECTIVE DATE”

shall mean the date of the simultaneous

registration in the applicable deeds registry

of the:-

1.1.14.1

cancellation of all bonds and

other encumbrances over the

SALE PROPERTY ; and

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1.1.14.2

transfer of the SALE

PROPERTY from ESTATE

XXXXXX into the name of the

COMPANY ;

and immediately subsequent thereto the

implementation of the CLOSING DATE

provisions of clause 5 infra;

1.1.15

“ESTATE XXXXXX”

shall mean the estate of the late XXXXXX,

Master’s Reference Number 20878/07;

1.1.16

“EXPERT”

shall mean an independent mining expert

(with in depth knowledge of the MPRDA

and the requirements of the DME in

relation to an application for the RIGHTS),

agreed upon in writing by the PARTIES

and failing agreement as to the indentity of

such party, then as selected by the

Managing Director or General Manager for

the time being of the Chamber of Mines and

the decision of which expert shall be final

and binding on the PARTIES;

1.1.17

“EXTANT PROPERTY”

shall collectively mean:-

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1.1.17.1

Portion 66 of the Farm

Witfontein 262, Registration

Division I.Q., Province of

Gauteng, measuring 214,1319

(two hundred and fourteen

comma one three one nine)

hectares;

1.1.17.2

Portion 1 of the Farm Rykdom

276, Registration Division I.Q.,

Province of Gauteng,

measuring 52,7321 (fifty three

comma seven three two one)

hectares; and

1.1.17.3

Remaining Extent of Portion

60 (a portion of Portion 2) of

the Farm Witfontein 262,

Registration Division I.Q.,

Province of Gauteng,

measuring 204,0753 (two

hundred and four comma zero

seven five three) hectares,

and shall include all improvements situate

thereupon and which portions are registered

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in the name of the COMPANY pursuant to

Deeds of Transfer Nos T167382/07 and

T167383/07, copies whereof are annexed

hereto marked “D1” and “D2”

respectively;

1.1.18

“GUARANTEE”

shall mean the bank guarantee to be

established by the ATTORNEYS for and

on behalf of the COMPANY in favour of

ESTATE XXXXXX

or its nominee, in the

sum of R20 000 000,00 (twenty million

rand) constituting the balance of the

purchase consideration payable under the

SALE AGREEMENT and which shall be

expressed as payable on the EFFECTIVE

DATE

, and as per the specimen thereof

annexed hereto and marked “E”

1.1.19

“LOAN ACCOUNT/S”

shall, in relation to:-

1.1.19.1

ARGONAUT , mean all

amounts which may be or

become owing by the

COMPANY to ARGONAUT

from whatsoever cause arising

after the CLOSING DATE;

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and

1.1.19.2

MINTAILS SA , mean all

amounts due and owing by the

COMPANY to MINTAILS

SA in excess of

R20 000 000,00 (twenty

million rand) as at the

EFFECTIVE DATE and all

amounts which may be or

become owing by the

COMPANY to MINTAILS

SA

from whatsoever cause

arising after the CLOSING

DATE

;

1.1.20

“MINERAL ACTS”

shall mean:-

1.1.20.1

the Minerals Act, No 50 of

1991, as amended;

1.1.20.2

the MPRDA; and/or

1.1.20.3

the Mining Charter of the

Republic of South Africa;

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1.1.21

“MINTAILS SA”

shall mean MinTails SA (Proprietary)

Limited (the holding company of the

COMPANY

) and shall be deemed to

include its successors in title;

1.1.22

“MINTAILS SA
CLAIM

”

shall mean the claim by MINTAILS SA

against the COMPANY as at the

EFFECTIVE DATE limited to the sum of

R20 000 000,00 (twenty million rand) in

respect of monies lent and advanced by the

former to the latter from time to time and

which claim shall be capitalised as provided

in clause 3.1.2.2 infra - any claim by

MINTAILS SA against the COMPANY in

excess of R20 000 000,00 (twenty million

rand) shall be excluded herefrom;

1.1.23

“MPRDA”

shall mean Mineral and Petroleum

Resources Development Act No 28 of 2002

as amended;

1.1.24

“NEW SHARES”

shall mean the 900 (nine hundred) new

ordinary par value shares of R1,00 (one

rand) each to be created in the capital of

the COMPANY and to be issued and

allotted as set forth in the

AGREEMENT

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1.1.25

“PARTIES”

shall mean all the three signatories to

the AGREEMENT;

1.1.26

“PLEDGE AND
CESSION

”

shall collectively mean the:-

1.1.26.1

pledge by MINTAILS SA of

its 50% (fifty per centum) of

the total issued share capital of

the COMPANY [comprising

500 (five hundred) ordinary par

value shares of R1,00 (one

rand) each]; and

1.1.26.2

cession of its LOAN

ACCOUNT (vide clause

1.1.19.2 supra)

as collateral security for the due fulfilment

by MINTAILS SA of its obligations under

the PUT OPTION, if exercised, and in the

form more fully set forth in Annexe “F”

hereto;

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1.1.27

“PUT OPTION”

shall mean the irrevocable option granted

by MINTAILS SA in favour of

ARGONAUT which, if exercised by the

latter, will obligate MINTAILS SA to

acquire the ARGONAUT SHARES for a

consideration of R20 000 000,00 (twenty

million rand) and, inter alia, as against the

re-delivery of the ARGONAUT SHARES

in negotiable form and cancellation of the

PLEDGE AND CESSION

;

1.1.28

“PUT OPTION
COMPLETION DATE

”

shall, subject to the fulfilment or waiver of

the conditions precedent in clause 3 infra,

mean 30 (thirty) days after the exercise of

the PUT OPTION and as against the

implementation of the provisions of clause

9 infra;

1.1.29

“PUT OPTION DATE”

shall mean the date of the exercise in

writing by ARGONAUT of the PUT

OPTION

during the PUT OPTION

PERIOD

;

1.1.30

“PUT OPTION
PERIOD

”

shall mean the period commencing on the

second anniversary of the CLOSING

DATE

and terminating 90 (ninety) days

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thereafter unless the latter is extended, in

writing, by the EXPERT to a date

determined by him;

1.1.31

“RIGHTS”

shall mean those rights to be issued by the

DME

to permit of the establishment of a

deposition facility on the COMBINED

PROPERTIES

and the conduct therefrom

of the business of a deposition site;

1.1.32

“SALE AGREEMENT”

shall collectively mean:-

1.1.32.1

the memorandum of agreement

of sale entered into by and

between XXXXXX as seller

and the COMPANY as

purchaser, executed at

Centurion on the 3 August

2007 and in terms whereof the

former sold to the latter, the

SALE PROPERTY , upon the

terms and conditions more

fully set forth in a copy of such

agreement which is annexed

hereto and marked “G1”; and

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1.1.32.2

the addendum to the agreement

referred to in 1.1.32.1 executed

at Witfontein on the 25 August

2008 by and between

ESTATE XXXXXX , the

Beneficiaries under such estate

and the COMPANY, upon the

terms and conditions more

fully set forth in a copy thereof

which is annexed hereto and

marked “G2” ;

1.1.33

“SALE PROPERTY”

shall mean the Remaining Extent of Portion

2 of the farm Witfontein 262, Registration

Division I.Q., Gauteng Province, in extent

862,3008 (eight hundred and sixty two

comma three zero zero eight) hectares,

registered in the name of XXXXXX and

held under Deed of Transfer No

T76734/1991, together with all

improvements situate thereon;

1.1.34

“SHAREHOLDER/S”

shall in relation to the COMPANY mean

either or both of ARGONAUT and/or

MINTAILS SA;

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1.1.35

“SHAREHOLDING
UNIT/S

”

shall in relation to either

SHAREHOLDER collectively mean such

SHAREHOLDER 's shareholding in the

COMPANY together with its LOAN

ACCOUNT ;

1.1.36

“SIGNATURE DATE”

shall mean the date of signature of the

AGREEMENT by the last of the PARTIES

signing same;

1.1.37

“VALUATION”

shall mean the value to be attributed to a

SHAREHOLDING UNIT in the

COMPANY from time to time as

determined (in the absence of a written

agreement between the SHAREHOLDERS

to the contrary) and certified by an

independent international firm of public

accountants and auditors practising at

Johannesburg, who shall be afforded

unrestricted access to the books and records

of the COMPANY for such purpose and

who shall take the following factors into

consideration in their determination:-

•

the SALE PROPERTY shall be

valued as a property per se and if

Page 17

applicable, incorporate any business

situate thereon as a going concern;

•

there shall be no discount in respect of

a minority interest;

•

any LOAN ACCOUNT shall in the

absence of any factors to the contrary,

be determined at face value; and

•

such other generally recognised

market related criteria.

1.2

Words importing:-

1.2.1

the singular shall include the plural and vice versa;

1.2.2

any one gender shall include the others;

1.2.3

persons shall, where the context admits, include firms or corporations.

1.3

Where figures are referred to in numerals and words, then the latter shall prevail in the

event of any dispute.

1.4

Any reference to a statute, regulation or other legislation shall be a reference to such

statute, regulation or other legislation as at the date of signature of these presents and

as amended or substituted from time to time.

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1.5

When any number of days is prescribed in the AGREEMENT, same shall be reckoned

exclusively of the first and inclusively of the last day unless the last day falls on a

Saturday, Sunday or public holiday in the Republic of South Africa, in which case the

last day shall be the next succeeding day which is not a Saturday, Sunday or public

holiday.

1.6

The use of the word “including” followed by a specific example/s shall not be

construed as limiting the meaning of the general wording preceding it and the eiusdem

generis rule shall not be applied in the interpretation of such general wording or such

specific example/s.

1.7

Where any term is defined within a particular clause other than as set forth in this

clause 1, then that term shall bear the meaning ascribed to it in that clause wherever it

is used in the AGREEMENT.

1.8

The terms of the AGREEMENT having been negotiated, the contra proferentem rule

shall not be applied in the interpretation thereof.

1.9

Any term which refers to a South African legal concept or process (in no way

derogating from the generality thereof, for example “winding-up” or “curatorship”)

shall be deemed to include a reference to the equivalent or analogous concept or

process in any other jurisdiction in which the AGREEMENT may apply or to the laws

of which any PARTY cited hereunder may be or become subject.

2.

Recordal

It is recorded that:-

Page 19

2.1

as at the SIGNATURE DATE, MINTAILS SA is the sole shareholder of the

COMPANY

;

2.2

the COMPANY has, in terms of the SALE AGREEMENT, contracted to purchase

the SALE PROPERTY upon the terms and conditions therein set forth;

2.3

an amount of R20 000 000,00 (twenty million rand) is presently due and owing by the

COMPANY

to ESTATE XXXXXX in terms of the SALE AGREEMENT and it is

incumbent upon the former to effect payment thereof on the EFFECTIVE DATE;

2.4

ARGONAUT

is desirous of subscribing for 50% (fifty per centum) of the total issued

share capital of the COMPANY as against payment of the sum of R20 000 000,00

(twenty million rand) therefor, which will be exclusively utilised by the COMPANY

to discharge its obligations under the SALE AGREEMENT on the EFFECTIVE

DATE

;

2.5

as an integral part of the aforegoing transaction, MINTAILS SA shall subscribe for an

additional 40% (forty per centum) of the total issued share capital of the COMPANY

in consideration for which it shall capitalise the MINTAILS SA CLAIM; and

2.6

as against the implementation of the provisions of clauses 2.4 and 2.5 supra,

MINTAILS SA and ARGONAUT will become equal SHAREHOLDERS in the

COMPANY upon terms and conditions more fully set forth hereafter which shall

incorporate those provisions which shall regulate their relationship as

SHAREHOLDERS and of their nominees as directors of the COMPANY.

Page 20

3.

Conditions Precedent

3.1

Notwithstanding anything to the contrary in the AGREEMENT contained, it shall be

conditional upon the fulfilment of the following conditions precedent in the following

order of priority, to wit:-

3.1.1

first conditions precedent

3.1.1.1

the payment by ARGONAUT to the ATTORNEYS of the

sum of R20 000 000,00 (twenty million rand) to be held by

them in trust, as hereafter, pending the establishment by the

ATTORNEYS of the GUARANTEE in favour of

ESTATE XXXXXX so as to facilitate the registration of

transfer of the SALE PROPERTY into the name of the

COMPANY - in such regard the PARTIES record that:-

3.1.1.1.1.

they are aware that the monies so invested will

be deemed to constitute trust monies as

contemplated by, and subject to the protection

of, Section 78 of the Attorneys Act, No 53 of

1979, as amended;

3.1.1.1.2.

the account will be in the name of the

ATTORNEYS and under their control;

3.1.1.1.3.

the provisions hereof constitute the required

written instruction/authorisation to the

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ATTORNEYS in accordance with rule 77.1

of the Rules of the Law Society of the

Northern Province to so invest such funds;

and

3.1.1.1.4.

the said funds shall be invested for the benefit

of ARGONAUT pending the arrival of the

EFFECTIVE DATE , whereupon the capital

sum shall be released to ESTATE XXXXXX

pursuant to the GUARANTEE and the

interest which has accrued thereon, to

ARGONAUT

;

3.1.1.2

the establishment by the ATTORNEYS of the

GUARANTEE as soon as possible after the payment

referred to in clause 3.1.1.1 supra; and

3.1.1.3

the execution by MINTAILS SA and the COMPANY of

such documentation as may be reasonably determined by

the ATTORNEYS to facilitate the increase in the share

capital of the COMPANY by the creation of the NEW

SHARES which shall be placed under the control of the

ATTORNEYS pending the arrival of the EFFECTIVE

DATE

and the implementation of the CLOSING DATE

provisions hereafter,

Page 22

within a period of 7 (seven) days from the SIGNATURE DATE or

within such extended period as the PARTIES may in writing agree upon;

thereafter

3.1.2

second conditions precedent

3.1.2.1

the registration of the conveyancing transactions referred to

in clause 1.1.14 supra;

3.1.2.2

the allotment and issue of the NEW SHARES as to:-

3.1.2.2.1.

500 (five hundred) thereof to ARGONAUT as

a quid pro quo for the payment of

R20 000 000,00 (twenty million rand) as to

R500,00 (five hundred rand) being the

nominal value of the shares and

R19 999 500,00 (nineteen million nine

hundred and ninety nine thousand five

hundred rand) being the premium therefor;

and

3.1.2.2.2.

000 (xxxx xxxxxxx) thereof to MINTAILS SA

as a quid pro quo for the capitalisation of the

MINTAILS SA CLAIM and as to R400,00

(four hundred rand) being the nominal value of

the shares and R19 999 600,00 (nineteen

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million nine hundred and ninety nine thousand

six hundred rand) being the premium payable

therefor; and

3.1.2.3

the execution of the PLEDGE AND CESSION by the

parties thereto,

within a period of 60 (sixty) days after the SIGNATURE DATE or

within such extended period as the PARTIES may in writing agree upon.

3.2

It is recorded that the conditions precedent are stipulations for the benefit of all the

PARTIES

and accordingly may only be waived in writing by them, in whole or in part.

3.3

Should any of the aforesaid conditions precedent not be fulfilled or waived as afore-

referred to within the time period stated or any extended period, then and in such event

the AGREEMENT shall ipso facto be and become null and void ab initio and

whereupon the PARTIES shall be obliged, to the extent that the AGREEMENT may

have been partially implemented, to restore each other as near as possible to the status

quo ante as at the SIGNATURE DATE.

3.4

The PARTIES reciprocally warrant in favour of each other that they will in good faith

use their best endeavours to timeously sign and/or procure the signature of the documents

referred to in clause 3.1 supra as may be applicable to each of them, upon written request

therefor.

4.

Warranties by MINTAILS SA and the COMPANY

Page 24

MINTAILS SA and the COMPANY do hereby jointly and severally warrant in favour of

ARGONAUT that:-

4.1

the COMPANY is the registered and beneficial owner of the EXTANT PROPERTY

which has been fully paid for and in respect whereof the original title deeds are in the

possession of the ATTORNEYS;

4.2

the balance due under the SALE AGREEMENT as at the SIGNATURE DATE is

R20 000 000,00 (twenty million rand), the difference thereunder having been paid by

the COMPANY;

4.3

they will on the SIGNATURE DATE execute whatever documentation may be

necessary in order to give effect to the provisions of clause 3.1.1.3 supra;

4.4

they will procure that the amount to be paid by ARGONAUT to the ATTORNEYS as

provided in clause 3.1.1.1 supra is utilised exclusively for the purposes of establishing

the GUARANTEE so as to facilitate the registration of transfer of the SALE

PROPERTY

into the name of the COMPANY;

4.5

they will not later than the CLOSING DATE, take whatever steps are necessary to

procure that the issued share capital of the COMPANY is increased and that the NEW

SHARES

are allotted and issued in accordance with the provisions of clause 3.1.2.2

supra;

4.6

the amount due and owing by the COMPANY to MINTAILS SA as at the

EFFECTIVE DATE will be R37 400 985,71 (thirty seven million four hundred

Page 25

thousand nine hundred and eighty five rand seventy one cents) as will more fully

appear from Annexe “H”

hereto, of which R20 000 000,00 (twenty million rand - the

MINTAILS SA CLAIM) will be fully capitalised as against the issue, allotment and

delivery to MINTAILS SA by the COMPANY of 400 (four hundred) of the NEW

SHARES

;

4.7

they will sign such documentation as may be necessary or requisite to procure transfer

of the SALE PROPERTY into the name of the COMPANY and will furthermore

procure that the latter effects payment of whatever conveyancing costs may be incurred

in connection therewith;

4.8

save for the obligations of the COMPANY to ESTATE XXXXXX in terms of the

SALE AGREEMENT and to MINTAILS SA (in respect of the MINTAILS SA

CLAIM

and any additional LOAN ACCOUNT claim by MINTAILS SA against the

COMPANY ), the COMPANY has no creditors other than its professional advisors in

relation to the transaction giving rise to the AGREEMENT and to the extent that such

liabilities may exist, MINTAILS SA agrees and undertakes to procure that same are

discharged in toto by the COMPANY as soon as possible after the CLOSING DATE

and MINTAILS SA does hereby indemnify, hold harmless and absolve ARGONAUT

against any claims which may be tenable against the COMPANY therefor; and

4.9

the COMPANY is “a clean company” and that they shall, as soon as possible after the

SIGNATURE DATE , procure the furnishing by the AUDITORS of a certificate to

such effect.

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5.

CLOSING DATE

On the CLOSING DATE the PARTIES’ duly authorised representatives (and the

AUDITORS

if so required) shall meet at the offices of the ATTORNEYS, or at such other

venue as the PARTIES may agree upon at a pre-determined time and at which they shall

procure that (to the extent that it may not already have taken place) the following takes place:-

5.1

proof of transfer of the SALE PROPERTY into the name of the COMPANY is

tabled;

5.2

the original certificates in support of the fact that the capital restructure of the

COMPANY

has taken place, are tabled and circulated amongst the PARTIES and that

each of the SHAREHOLDERS is handed documentation evidencing its ownership of

its pro rata share of the COMPANY;

5.3

the appointment of the ARGONAUT nominees being 3 (three) in number, to the

BOARD

; and

5.4

whatever other documents may be required to be signed by any of the PARTIES in

order to give effect to any of the provisions of the AGREEMENT so as to facilitate

same becoming unconditional in all respects, shall be tabled and signed by the affected

PARTIES, including the PLEDGE AND CESSION.

Page 27

6.

PUT OPTION

6.1

Subject to the fulfilment or waiver of the conditions precedent in clause 3 supra,

MINTAILS SA

does hereby irrevocably give and grant ARGONAUT the PUT

OPTION

.

6.2

The PUT OPTION shall remain in force during the whole of the PUT OPTION

PERIOD

including any extension thereof as agreed upon by the PARTIES in writing

or as determined in writing by the EXPERT.

6.3

ARGONAUT

shall be entitled, at any time during the PUT OPTION PERIOD (but

not prior thereto), to exercise the PUT OPTION in respect of the ARGONAUT

SHARES

and in the event of the PUT OPTION:-

6.3.1

not being exercised timeously, it shall lapse and be of no further force or

effect; or

6.3.2

being exercised timeously, then it shall be implemented on the PUT

OPTION COMPLETION DATE

.

6.4

In the event of the PUT OPTION being exercised within the PUT OPTION

PERIOD, the consideration payable therefor shall be as more fully set forth in clause 9

infra.

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7.

PUT OPTION PERIOD

Notwithstanding anything to the contrary hereinbefore contained, should the RIGHTS not have

been granted after the expiration of a period of 23 (twenty three) months from the CLOSING

DATE

, then and in such event the following shall take place:-

7.1

the duly authorised representatives of ARGONAUT and MINTAILS SA shall as soon

as possible meet with the objective of determining, in good faith, the prospect of the

RIGHTS

being granted and the additional period required therefor;

7.2

in the event of the aforesaid representatives:-

7.2.1

reaching agreement, then the PUT OPTION PERIOD shall be extended,

in writing, by such additional period as they deem reasonable for the

purposes aforesaid; or

7.2.2

not reaching agreement, then and in such event the issue shall be referred

to the EXPERT and the parties shall be obliged to furnish the EXPERT

with whatever reasonable information he may require so as to enable him

to consider the same and reach a decision thereon;

7.3

the decision of the EXPERT shall be final and binding on the PARTIES and in the

event of the PUT OPTION PERIOD:-

7.3.1

not being extended, then the PUT OPTION shall then lapse at the

expiration of 24 (twenty four) months from the CLOSING DATE; or

Page 29

7.3.2

being extended, then the PUT OPTION PERIOD shall be deemed

varied to accord therewith;

7.4

the costs of the EXPERT shall be borne and paid by the COMPANY.

8.

PUT OPTION Consideration

The consideration payable by MINTAILS SA for the ARGONAUT SHARES shall be the

sum of R20 000 000,00 (twenty million rand) and payment whereof shall be effected on the

PUT OPTION COMPLETION DATE

.

9.

PUT OPTION COMPLETION DATE

On the PUT OPTION COMPLETION DATE the PARTIES’ duly authorised representatives

shall meet at a pre-determined time at the offices of the ATTORNEYS at Johannesburg and at

which the following shall contemporaneously take place:-

9.1

MINTAILS SA shall effect payment to ARGONAUT of the aforesaid consideration;

9.2

ARGONAUT shall:-

9.2.1

deliver to MINTAILS SA the ARGONAUT SHARES in negotiable

form; and

9.2.2

return the original PLEDGE AND CESSION to MINTAILS SA to

facilitate the cancellation thereof;

Page 30

9.3

the credit LOAN ACCOUNT (if any) of ARGONAUT, shall remain unaffected by

the aforesaid transaction and shall be subject to the overriding provisions of clause 17

infra; and

9.4

the nominees of ARGONAUT on the BOARD shall, if so desired by ARGONAUT,

either retain their appointments pending the repayment of its LOAN ACCOUNT or

resign as such.

10.

Share Capital of the COMPANY

Following on the CLOSING DATE, it is recorded that the total issued share capital of the

COMPANY

will have been increased from R100,00 (one hundred rand) divided into 100

(three hundred) ordinary par value shares of R1,00 (one rand) each to R1 000,00 (one thousand

rand) divided into 1 000 (one thousand) ordinary par value shares of R1,00 (one rand) each,

which shall be held as to:-

10.1

ARGONAUT - 500 (five hundred) shares; and

10.2

MINTAILS SA - 500 (five hundred) shares.

11.

Main Objectives of the COMPANY

11.1

The COMPANY shall, unless determined to the contrary at a general meeting, carry

on the business of a property owner and developer.

11.2

The aforegoing provisions, however, shall not be interpreted to mean that the

COMPANY

shall be prevented from carrying on any other business or activity

Page 31

permitted by its Memorandum of Association, to be amended from time to time if need

be, as provided in clause 12.1 infra.

12.

Articles of Association of the COMPANY and its subsidiaries

12.1

The SHAREHOLDERS acknowledge that the Articles of Association of the

COMPANY

shall at all times be subordinate to the provisions of the AGREEMENT

and in the event of any conflict the provisions of the AGREEMENT shall at all times

prevail. In no way derogating from the aforegoing the BOARD shall, if so determined

by it, at any time after the CLOSING DATE, cause the Articles of Association of the

COMPANY

to be amended to accord herewith.

12.2

The aforegoing shall be deemed to apply mutatis mutandis to the Articles of

Association of any subsidiaries of the COMPANY, if applicable, from time to time.

13.

AUDITORS/Secretary/Bankers

13.1

It is recorded that the AUDITORS have been appointed as such to the COMPANY.

13.2

It is recorded that The Standard Bank of South Africa Limited, Johannesburg Branch,

is the banker to the COMPANY,

and the aforegoing appointments shall, save where stated to the contrary, be maintained unless

determined to the contrary by the COMPANY in general meeting.

14.

Financial Year End

Page 32

Unless determined by the BOARD to the contrary, the financial year-end thereof shall be the

last day of February of each calendar year. Notwithstanding the aforegoing, where financial

statements are to be prepared for other financial periods, then the SHAREHOLDERS shall

procure that the COMPANY takes the appropriate steps to do so.

15.

Directors

15.1

Appointment of Directors of the COMPANY

The following rights/restrictions shall attach to the SHAREHOLDERS namely:-

15.1.1

ARGONAUT

shall be entitled (but not obliged), by written notice to the

remaining SHAREHOLDER to appoint 3 (three) directors to the

BOARD

and to remove any such director and replace any such director

who is so removed or who ceases for any other reason to be a director of

the COMPANY. Should any one of the aforesaid appointees cease to be

a director for whatever reason, then and in such event ARGONAUT shall

be entitled to nominate another or others, as the case may be, in his/their

stead. In no way derogating from the aforegoing, it is recorded that

ARGONAUT

shall in addition be entitled to appoint a nominated

representative who shall be entitled to receive notice of, to attend and to

speak at all meetings of the BOARD, but shall not be entitled to vote at

any such meeting;

15.1.2

MINTAILS SA shall be entitled (but not obliged), by written notice to

the remaining SHAREHOLDER to appoint 3 (three) directors to the

Page 33

BOARD

and to remove any such director and replace any such director

who is so removed or who ceases for any other reason to be a director of

the COMPANY. Should any one of the aforesaid appointees cease to be

a director for whatever reason, then and in such event MINTAILS SA

shall be entitled to nominate another or others, as the case may be, in

his/their stead. In no way derogating from the aforegoing, it is recorded

that MINTAILS SA shall in addition be entitled to appoint a nominated

representative who shall be entitled to receive notice of, to attend and to

speak at all meetings of the BOARD, but shall not be entitled to vote at

any such meeting;

15.1.3

each of the SHAREHOLDERS’ nominees on the BOARD shall be

entitled, upon written notification to the COMPANY, to nominate an

alternate who shall be acceptable to the BOARD;

15.1.4

the BOARD shall be entitled from time to time to appoint senior key

employees of the COMPANY to the BOARD as also independent non-

executive directors.

15.2

Meetings of the BOARD

15.2.1

There shall be no quorum at meetings of the BOARD unless 2 (two)

directors or their alternates are present at the commencement and

throughout the meetings and 1 (one) of whom shall at all times be the

appointee of ARGONAUT and 1 (one) the appointee of MINTAILS SA.

Page 34

15.2.2

Resolutions of the BOARD, in order to be of force and effect, will be

required to be passed unanimously.

15.2.3

The directors of the COMPANY shall not be required to hold a

qualification share.

15.2.4

The chairman of the COMPANY (who shall not have a second or casting

vote) shall be appointed by the BOARD and shall be rotated at annual

intervals unless otherwise unanimously agreed by the BOARD so as to

enable the nominee of each of the SHAREHOLDERS to fill such

appointment from time to time. It is recorded in this context that it is the

ultimate intention of the SHAREHOLDERS to eventually appoint a

non-executive chairman to the BOARD.

15.2.5

At least 14 (fourteen) days written notice shall be given of any meetings

of the BOARD unless, in the discretion of the chairman of the BOARD,

a decision of such BOARD is required on an urgent basis in which event

the meeting may be called on a shorter period of notice. At least 7

(seven) days before any meeting of the BOARD, the Chairman shall

procure that an agenda of the matters to be discussed at a meeting is given

to each SHAREHOLDER - matters not on the agenda shall not be

discussed unless all the nominees of the SHAREHOLDERS are present.

If the meeting is called on less than 14 (fourteen) days notice, an agenda

shall be given concurrently with the convening of the meeting. If the

agenda for the meeting is not given timeously to each SHAREHOLDER

then, notwithstanding anything to the contrary, no meeting may be held

Page 35

until the agenda is given. The agenda shall not contain an item headed

"general" and it shall not be competent to consider any such item unless a

nominee of each of the SHAREHOLDERS is present and expressly

consents thereto in writing.

15.2.6

If no quorum is present at any meeting of the BOARD, the meeting shall

be adjourned to a date 7 (seven) days later, at the same time and venue, or

if that day is a Saturday, Sunday or public holiday, to the next succeeding

business day and if at such adjourned meeting a quorum is not present

within fifteen minutes from the time of that meeting, the director/s

present shall constitute a quorum provided there are an equal number of

nominees of ARGONAUT and MINTAILS SA. Written notice of such

adjournment specifying the business to be dealt with at the adjourned

meeting shall be given forthwith to all directors; if written notice is not

given to the SHAREHOLDERS, the adjourned meeting may not be held

until notice is given in the manner set out above. The adjourned meeting

may only deal with the matters not dealt with and specified on the agenda

at the time the meeting was adjourned for lack of a quorum and shall

expressly exclude "general" items. Resolutions of the BOARD at the

adjourned meeting in order to be of force and effect, will be required to

be passed unanimously.

15.2.7

After the CLOSING DATE the BOARD shall meet at quarterly intervals

and more often if so required.

Page 36

15.2.8

A round xxxxx resolution of the BOARD signed by all the directors

entitled to be present at such meeting shall be as valid and effective as if

it had been adopted at a duly convened meeting of the BOARD and

provided that such resolution has been passed unanimously.

15.3

The provisions of clauses 15.2.1 to 15.2.8 supra shall apply, alternatively be deemed to

apply mutatis mutandis to the board of directors of the wholly owned subsidiaries of

the COMPANY from time to time unless circumstances militate against such

provisions.

15.4

In no way derogating from any of the aforegoing should the BOARD establish an

executive committee or committees from time to time, then each of the

SHAREHOLDERS

shall be entitled to be represented on all such committees. In

such context it is expressly recorded that the BOARD shall establish a remuneration

committee, the members whereof shall be the Chairman and a majority of non-

executive directors. Pending the establishment of the aforegoing remuneration

committee, the full BOARD shall perform the functions of the intended committee.

15.5

Notwithstanding anything to the contrary, the SHAREHOLDERS shall implement the

principles of the King Corporate Governance Rules from time to time.

16.

General Meetings of the COMPANY

16.1

A quorum at meetings of members of the COMPANY shall be the two

SHAREHOLDERS

, namely ARGONAUT and MINTAILS SA irrespective of their

percentage equity interests from time to time in the COMPANY.

Page 37

16.2

If no quorum is present at any meeting of members of the COMPANY, the meeting

shall be adjourned to the same day 7 (seven) days later at the same time and venue, or

if that day is a Saturday, Sunday or public holiday, to the next succeeding business day,

and if at the adjourned meeting a quorum is not present within fifteen minutes of the

time of the meeting, members present shall constitute a quorum provided, however,

that each of ARGONAUT and MINTAILS SA are represented. Written notice of

such adjournment specifying the business to be dealt with (items headed "general"

shall be expressly excluded unless all the SHAREHOLDERS are present and

expressly consent thereto in writing) at the adjourned meeting of members of the

COMPANY

, shall be given forthwith to each of its members. If written notice is not

given to each of the SHAREHOLDERS, the adjourned meeting may not be held until

notice is given in the manner herein set out. No resolutions of members shall be of any

force and effect unless passed unanimously by the members.

16.3

A member entitled to attend and vote at a meeting of members is entitled to appoint a

proxy to attend, speak and on a poll vote in its stead. The following provisions shall be

applicable in regard thereto:-

16.3.1

the instrument appointing a proxy shall be in writing under the hand of

the appointer or of his agent duly authorised in writing, or, if the

appointer is a body corporate, under the hand of an officer or agent

authorised by the body corporate. A proxy need not be a member of the

COMPANY . The holder of a general or special power of attorney,

whether he is himself a member or not, given by a member shall be

entitled to attend meetings and to vote, if duly authorised under that

power to attend and take part in the meetings;

Page 38

16.3.2

the instrument appointing a proxy and the power of attorney or other

authority, if any, under which it is signed or a notarially certified copy of

such power or authority shall be deposited at the registered office of the

COMPANY

not less than forty-eight hours before the time for holding

the meeting at which the person named in the instrument proposes to

vote, and in default of complying herewith the instrument of proxy shall

not be treated as valid. No instrument appointing a proxy shall be valid

after the expiration of six months from the date when it was signed,

unless so specifically stated in the proxy itself, and no proxy shall be used

at an adjourned meeting which could not have been used at the original

meeting;

16.3.3

The instrument appointing a proxy shall be in the following form or as

near thereto as circumstances permit:-

Witfontein Mining (Proprietary) Limited

I/We, ……………………………………………………………………of

…………………………………………………………………………….

. being a member of Witfontein Mining (Proprietary) Limited, hereby

appoint

………………………………..………………… of

………………………………………………….. or failing him

……………………………………………………………...………… of

………………………………………………..…….. or failing him,

……………………………………………………………………….. of

……………………………………….………………………………… as

Page 39

my/our proxy to vote for me/us and on my/our behalf at the annual

general meeting or general meeting (as the case may be) of the company

to be held on the ……….. day of ……………………… and at any

adjournment thereof as follows:

Abstained

In favour of

Against

Resolution to

……….

……….

………..

Resolution to

……….

……….

……….

Resolution to

……….

……….

……….

(Indicate instruction to proxy by way of a cross in space provided above). Unless

otherwise stated, my proxy may vote as he thinks fit.

16.4

Resolutions of members of a general meeting in order to be of force or effect shall in

the case of:-

16.4.1

2 (two) SHAREHOLDERS be passed unanimously; or

16.4.2

more than 2 (two) SHAREHOLDERS, be passed by members holding in

the aggregate not less than 75% (seventy-five per centum) of the total

issued share capital of the COMPANY.

Page 40

16.5

A round xxxxx resolution of the members of the COMPANY signed by all members

shall be as valid and effective as if it had been passed at a properly constituted meeting

and provided that the resolution has been passed unanimously.

17.

LOAN ACCOUNTS

17.1

It is recorded and agreed that:-

17.1.1

the prevailing LOAN ACCOUNT of MINTAILS SA as at the

EFFECTIVE DATE as more fully referred to in Annexe “G” hereto,

will be reduced by R20 000 000,00 (twenty million rand) through the

capitalisation of such sum as a quid pro quo for the subscription, issue

and allotment of an additional 000 (xxxx xxxxxxx) NEW SHARES; and

17.1.2

from the CLOSING DATE all future development costs of the

COMPANY in relation to the EXTANT PROPERTY and the SALE

PROPERTY will be contributed by the SHAREHOLDERS in the

following ratios:-

17.1.2.1

one-third by MINTAILS SA; and

17.1.2.2

two-thirds by ARGONAUT,

until such time as the SHAREHOLDERS’ respective LOAN

ACCOUNTS

have been equalised and whereupon all monies required by

the COMPANY thereafter will be provided by the SHAREHOLDERS

in equal shares.

Page 41

17.2

To the extent that any funds may be required in the future by the COMPANY from

time to time to finance its activities, and to the extent that same are not obtainable upon

bank overdraft or from any other source upon customary terms applicable at the time,

or to the extent that the COMPANY may not wish to avail itself of bank overdraft

facilities or facilities from any other source, same may, subject to the decision of the

BOARD

, be furnished by way of cash to be lent and advanced to the COMPANY by

any willing SHAREHOLDER for the credit of its LOAN ACCOUNT and which

advance shall be on such terms and conditions as may then be agreed upon.

17.3

Any amount owing on LOAN ACCOUNT which is disparate to the other LOAN

ACCOUNTS

based upon the shareholding ratio of the SHAREHOLDERS shall in

respect of the excess only, attract and be paid interest monthly in arrear at 2% (two per

centum) above the prime overdraft rate as charged from time to time by the

COMPANY

's bankers or, if it has no overdraft, as charged by the said bankers to its

best corporate customers on an unsecured basis. In the alternative, the

SHAREHOLDER

not advancing “the excess amount” will be entitled to dilute its

SHAREHOLDING UNIT

to cater therefor but irrespective of the then different

shareholdings of the SHAREHOLDERS all their voting rights, be it of their nominees

on the BOARD or as members per se, shall remain equal and will in each instance still

require unanimity.

17.4

Any amount owing on LOAN ACCOUNT shall be fixed and shall not be reclaimable

by the SHAREHOLDER/S to whom same is owing, save with the prior written

consent of the BOARD unless terms other than the above have been specifically

agreed upon and recorded at the time the cash is lent and advanced, or unless the cash

held at the relevant time by the COMPANY exceeds three times the monthly working

Page 42

capital requirements of the COMPANY as confirmed by the AUDITORS and in the

absence of agreement, as determined and confirmed by an independent external

auditor, and in which event such repayment shall in the first instance be appropriated to

reduce the disparity in the LOAN ACCOUNTS of the SHAREHOLDERS based

upon the ratio of their shareholdings in the COMPANY and thereafter in such ratio.

Notwithstanding the aforegoing, where the LOAN ACCOUNTS are disparate, the

COMPANY

shall as soon as possible pay the excess portion so as to bring the LOAN

ACCOUNTS

into their proper shareholding ratios.

17.5

Nothing hereinbefore contained shall preclude a SHAREHOLDER from calling up its

LOAN ACCOUNTS

in the event of the judicial management or liquidation (voluntary

or compulsory) of the COMPANY or in the event of its effecting any offer of

compromise in terms of the Companies Act, No 61 of 1973, as amended, or in the

event of any final judgment being obtained against the COMPANY which shall

remain unsatisfied for a period of 14 (fourteen) days thereafter.

18.

Mutual Indemnities

18.1

Insofar as any guarantees, suretyships or indemnities (collectively referred to as 'the

guarantees') are at any time given (it being acknowledged that the same shall only be

given subject to the unanimous consent of the SHAREHOLDERS) on behalf of the

COMPANY

by any SHAREHOLDER, any amounts to be paid under the same shall

be borne and paid by the SHAREHOLDERS in proportions equal to their

shareholding of shares in the COMPANY and they hereby indemnify each other

accordingly.

Page 43

18.2

Insofar as any guarantees may be furnished pursuant to 18.1 supra, same shall as far as

possible be on a non-joint and several basis.

19.

Dividend Policy

The dividend policy of the COMPANY shall be determined by the BOARD from time to time

and shall be subject to the following criteria:-

19.1

due regard shall at all material times be had to the prudent ongoing requirements of the

COMPANY;

19.2

any disparity in the LOAN ACCOUNTS shall be extinguished as a first charge from

available funds;

19.3

subject to the overriding provisions of clauses 19.1 and 19.2 supra, an annual dividend

shall be declared as soon as reasonably possible after the audited financial statements

of the COMPANY, in respect of the financial year or period in question, are issued to

the SHAREHOLDERS;

19.4

that the COMPANY has sufficient cash on hand to pay such dividends. It shall not be

competent for the COMPANY to undertake borrowings for such purpose;

19.5

that the amount of the dividend so declared shall be paid within a period of 30 (thirty)

days thereafter.

20.

Administration

Page 44

The day to day administration of the COMPANY shall fall to be dealt with by the BOARD or

a chief executive officer to be appointed by the BOARD and who in turn shall be answerable to

the BOARD. In no way derogating from the aforegoing, the decisions of the BOARD in

regard to the aforegoing shall at all times be subject to the overriding entrenched provisions set

forth in clause 21 infra.

21.

Entrenched Provisions

Notwithstanding anything to the contrary in the AGREEMENT or the Articles of Association

of the COMPANY contained, no decision shall be made and no action shall be taken in regard

to any matter set forth hereafter by the COMPANY or by any director except in terms of an

unanimous resolution of the full BOARD, in the absence whereof the matter in issue shall be

referred for decision to a properly convened and constituted general meeting of the

COMPANY

and which shall require the unanimity of the SHAREHOLDERS [save where

there are more than 2 (two) SHAREHOLDERS, in which event it shall require the approval of

members holding in the aggregate not less than 75% (seventy-five per centum) of the total issued

share capital of the COMPANY] to be effective:-

21.1

any variation, amendment or alteration to the memorandum or articles of association of

the COMPANY or the capital structure thereof save as may be provided in the

AGREEMENT

to the contrary;

21.2

the voluntary liquidation of the COMPANY;

21.3

any material change in the accounting policy as used for the audited financial

statements of the COMPANY;

Page 45

21.4

the issue of any shares (or convertible instruments of debt - irrespective of the format

thereof) by the COMPANY, whether or not pursuant to a rights issue or the creation of

any share trust or otherwise;

21.5

the acquisition or incorporation by the COMPANY of any direct or indirect

subsidiaries;

21.6

the cessation or variation of any material aspect of the business of the COMPANY;

21.7

the granting of any share options or the conclusion of any profit-sharing arrangements

by the COMPANY not identified in the annual business plan and budget such as, inter

alia, bonus and other staff incentive schemes;

21.8

the appointment or removal of the AUDITORS save for the initial appointment as

provided in clause 13.1 supra;

21.9

the appointment and removal of any director of the COMPANY;

21.10       the appointment and removal of any member of any Executive Committee;

21.11        the DISPOSITION of any major asset of the COMPANY;

21.12        the listing of the COMPANY on any recognised Stock Exchange;

21.13        the repayment of any LOAN ACCOUNT in the absence of any written agreement to

the contrary; and

Page 46

21.14       the DISPOSITION of the controlling interest in any SHAREHOLDER as provided in

clause 23.3 infra.

22.

BEE

22.1

The SHAREHOLDERS record that their present structures are such that they satisfy

the prevailing BEE requirements under the MPRDA and that they will at all times

during the subsistence of the AGREEMENT ensure that such position is maintained.

22.2

Notwithstanding the aforegoing, should the DME at any point in time justifiably

require the SHAREHOLDERS to admit BEE investors directly into the COMPANY,

then and in such event the PARTIES reciprocally warrant in favour of each other that

they will use their best endeavours to do so, by restructuring the COMPANY (on a

basis whereby there will be an equal dilution of their respective shareholdings) in order

to facilitate the aforegoing and on a basis which will facilitate a significant holding [not

less than 26% (twenty six) per centum] of the total issued share capital of the

COMPANY

being held by a BEE entity and/or BEE Trust whereby the latter will

enjoy BOARD representation and in which event the AGREEMENT shall be

amended in order to provide therefor.

22.3

In the event of the admission of a BEE member to the COMPANY, all decisions of

members shall require the approval of members holding in the aggregate not less than

75% (seventy-five per centum) of the total issued share capital of the COMPANY, to

be effective.

Page 47

22.4

The PARTIES acknowledge and agree that the implementation of the provisions of

clause 23.2 supra shall not constitute or be deemed to constitute a trigger event for the

exercise by any SHAREHOLDER of a pre-emptive right as more fully set forth in

clause 23 infra.

23.

Pre-Emption

23.1

Should a SHAREHOLDER intend to dispose of its SHAREHOLDING UNIT, such

SHAREHOLDER shall give notice in writing ("the transfer notice") to the other

SHAREHOLDER (by either prepaid registered post or by personal delivery) of its

desire to dispose of its SHAREHOLDING UNIT (which shall be indivisible as to the

shares and LOAN ACCOUNT). Thereupon the following terms and conditions shall

apply:-

23.1.1

for a period of 60 (sixty) days from the date of receipt of the transfer

notice ("the notice date"), the other SHAREHOLDER shall have the

right and option to acquire the SHAREHOLDING UNIT of the giver of

the notice ("the transferor") upon the following terms and conditions:-

23.1.1.1

the value of, and accordingly the price payable for, the

transferor's SHAREHOLDING UNIT shall be specified by

the transferor in the transfer notice together with any other

terms or conditions applicable thereto and in the absence of

agreement, the value shall be the VALUATION;

Page 48

23.1.1.2

the other SHAREHOLDERS shall have the right to acquire

the transferor's SHAREHOLDING UNIT in the

proportions pro rata to their own shareholdings in the

COMPANY and if any one SHAREHOLDER declines to

exercise such right, the remaining SHAREHOLDERS may

then acquire pro rata the whole of the transferor's

SHAREHOLDING UNIT

;

23.1.1.3

notwithstanding anything set forth above, the other

SHAREHOLDERS cannot acquire only a portion of the

transferor's SHAREHOLDING UNIT, but must acquire

the whole of it (as provided in 23.1.1.2 supra), and if the

whole of it is not acquired by the other

SHAREHOLDERS , then the other SHAREHOLDERS

shall be deemed to have elected not to acquire the

transferor's SHAREHOLDING UNIT - by agreement

between all the SHAREHOLDERS the transferor shall be

entitled to sell portion of its SHAREHOLDING UNIT and

not necessarily the whole of it;

23.1.1.4

the acquiring SHAREHOLDER/S shall within a period of

30 (thirty) days after the date of the acquisition, pay the

amount due by them/it in cash against transfer and cession

of the transferor's SHAREHOLDING UNIT;

Page 49

23.1.1.5

prior to the transfer of the transferor's SHAREHOLDING

UNIT

to the acquiring SHAREHOLDER/S, the other

SHAREHOLDER/S

shall (if possible) obtain the discharge

of the transferor or its nominees from any liability under all

or any guarantees, suretyships or indemnities (the

guarantees) given or made by the transferor or its nominees

in respect of the obligations of the COMPANY. Should

release of all such guarantees not be obtainable by the other

SHAREHOLDER/S

, then on transfer of the transferor's

SHAREHOLDING UNIT

the other SHAREHOLDER/S

indemnify/ies the transferor against all claims of whatsoever

nature and kind and howsoever arising, from any such

guarantees.

23.1.2

23.1.2.1

In the event that the other SHAREHOLDERS do not

exercise the right to acquire the transferor's

SHAREHOLDING UNIT , then at the expiration of the

aforesaid period of 60 (sixty) days, the transferor shall be

entitled to dispose of its SHAREHOLDING UNIT to any

outside party, but such disposition shall in no circumstances

be on terms or at a price more favourable than those upon

which the other SHAREHOLDERS could have acquired

the said SHAREHOLDING UNIT, and such disposition

shall be to an individual, firm or company acceptable to the

other SHAREHOLDERS (which acceptance shall not be

Page 50

unreasonably withheld and the onus in this regard shall at all

times rest on the transferor) and subject to such individual,

firm or company (and which shall include all the directors

and major shareholders thereof) binding himself to the terms

and conditions hereof in substitution for the transferor.

23.1.2.2

In the event of the transferor deciding to dispose of its

SHAREHOLDING UNIT to an outside person on terms

and at a price more favourable than those upon which the

other SHAREHOLDERS could have acquired its

SHAREHOLDING UNIT , then the other

SHAREHOLDERS shall have a further right and option to

acquire the transferor's SHAREHOLDING UNIT at a

price and on the terms offered by such bona fide outside

party. Such further option shall be available for acceptance

by the other SHAREHOLDERS for a period of 14

(fourteen) days from the date of receipt by the other

SHAREHOLDERS of written notice from the transferor,

which notice shall state the name of the outside party and

full details of all the other terms of acquisition offered by

such outside party.

23.1.2.3

In the event of such transfer notice being given and no sale

eventuating to the other SHAREHOLDERS or the outside

party within the time periods stated, then the transfer notice

shall be deemed to have been withdrawn and any

Page 51

SHAREHOLDER desiring to dispose of its

SHAREHOLDING UNIT shall be obliged to carry out the

provisions of this agreement relative to the disposition of a

SHAREHOLDING UNIT , de novo

.

23.2

Should an application be made for the provisional or final liquidation of the estate of

any SHAREHOLDER, it shall be deemed to have offered to dispose of its

SHAREHOLDING UNIT mutatis mutandis on the same terms and conditions

contained in sub-clause 23.1.1 supra. The offer shall be deemed to have been made 1

(one) day prior to the date of the happening of the event afore-mentioned and shall be

open for acceptance by the remaining SHAREHOLDER during the ensuing 60 (sixty)

day period.

23.3

23.3.1

“Control” for the purposes of this clause 23.3 shall mean a holding or

aggregate holdings of shares or other securities or other beneficial

interests in a company or trust or corporation or other vehicle

(collectively “the entity”) entitling the holder thereof to exercise, or cause

to be exercised, directly or indirectly, 35% (thirty five per centum) or

more of the voting rights at meetings of the members of the entity

irrespective of whether such holding or holdings confer de facto control

and “controlling” shall have a corresponding meaning.

23.3.2

Should the extant controlling members of an entity constituting the

controlling

member of a SHAREHOLDER (“Party A”) at any time

after the CLOSING DATE wish to DISPOSE of their controlling

Page 52

interest in the entity, then and in such event they shall require the written

consent of the remaining SHAREHOLDER (“Party B”) as a pre-

requisite thereto, failing which such DISPOSITION or intended

DISPOSITION shall ipso facto constitute an offer by Party A to sell its

SHAREHOLDING UNIT to Party B on the basis set forth in sub-clause

23.1 supra.

23.3.3

In no way derogating from the aforegoing, it is fundamental to the

conclusion of the AGREEMENT that if the entity has a controlling

BEE

member, then and in such event Party A and Party B shall use their

reasonable commercial endeavours to ensure that the BEE status of the

COMPANY

is in some form or another maintained.

23.4

In no way derogating from 23.3 supra, should DRDGold Limited (which is the ultimate

holding company of ARGONAUT) or should Mintails Limited of Australia (which is

the ultimate holding company of MINTAILS SA) and neither of which has a

controlling

shareholder, at any time after the CLOSING DATE be the subject of a

change in control as defined in 23.3 supra, then the affected SHAREHOLDER, that is

either ARGONAUT or MINTAILS SA, as the case may be (“Party C”) shall be

deemed to have granted the other SHAREHOLDER (“Party D”) an irrevocable call

option to acquire the SHAREHOLDING UNIT of Party C within a period of 30

(thirty) days after the event giving rise to the change in control, at the VALUATION,

and if exercised within such period the provisions of clauses 23.1.1.4 and 23.1.1.5

supra shall apply, mutatis mutandis, thereto. Should the call option not be exercised

timeously then, in the absence of any written extension thereof, it shall lapse and be of

no further force or effect.

Page 53

23.5

Notwithstanding anything to the contrary in 23.1 to 23.4 supra, should a

DISPOSITION

by a SHAREHOLDER of its SHAREHOLDING UNIT as

hereinbefore provided, or the liquidators of the insolvent estate, as the case may be,

either fail to offer the shares for sale or fail within a reasonable period after the

acceptance of the offer or the determination of the price, whichever event occurs later,

to deliver the identified shares and cession of the identified LOAN ACCOUNT to the

accepting members/transferees, any director of the COMPANY for the time being is

irrevocably authorised to offer the SHAREHOLDING UNIT for sale or to effect the

transfer and cession of the SHAREHOLDING UNIT against receipt of the purchase

price on behalf of the transferor. The receipt of the COMPANY for the purchase price

shall be a valid discharge to the accepting members/transferees.

24.

Breach Provisions

24.1

Should any of the PARTIES commit a breach of any of the provisions of the

AGREEMENT

which are applicable to it, then and in such event and save where

provided elsewhere to the contrary in the AGREEMENT, the aggrieved PARTY/IES

shall be obliged to afford the guilty PARTY/IES a period of 30 (thirty) days written

notice (calculated from the date of receipt thereof) within which to remedy the breach

{or such longer period, not to exceed a further 30 (thirty) days, should the breach not

be reasonably capable of being remedied within the first period of 30 (thirty) days},

failing which the aggrieved PARTY/IES shall then be entitled at its sole and absolute

discretion, subject to 24.2 infra, to cancel the AGREEMENT and claim damages,

alternatively to abide thereby and claim damages without prejudice to any other rights

then vested in the aggrieved PARTY/IES in law.

Page 54

24.2

Notwithstanding anything to the contrary in 24.1 supra, the aggrieved PARTY/IES

shall only be entitled to cancel the AGREEMENT if the breach is of a material nature

and strikes at the roots of the AGREEMENT and cannot otherwise be reasonably

remedied by monetary compensation, alternatively if such compensation is claimed and

not paid.

25.

Signing Powers

25.1

All cheques or contracts or other documents required to be signed by or for and on

behalf of the COMPANY shall be made and signed, as the case may be, under the

joint signatures of any 2 (two) authorised signatories.

25.2

A resolution of a general meeting of the COMPANY shall be entitled to revoke or

amend the aforegoing authority from time to time.

26.

Listing on an approved stock exchange

26.1

If at any time the SHAREHOLDERS resolve to apply for a listing of the COMPANY

(directly or through a special purpose vehicle) on any stock exchange (the

“Exchange”), the PARTIES each undertake to support such application and

accordingly jointly undertake to:-

26.1.1

vote (in accordance with the provisions of clause 16.4 supra) in favour

of:-

26.1.1.1

the listing; and

Page 55

26.1.1.2

all resolutions to increase or otherwise alter the share capital

of the COMPANY as may be necessary for the purposes of

such listing;

26.1.2

to enter into, in anticipation of such listing:-

26.1.2.1

such voting pool and other agreements as may be

determined by the SHAREHOLDERS acting reasonably or

as required by the Exchange and covering, inter alia, the

pre-emptive rights of all the SHAREHOLDERS and a

reasonable restriction on the sale of any listed shares;

26.1.2.2

any variation of the AGREEMENT which will be

necessitated by the listing.

26.2

Notwithstanding anything to the contrary in 26.1 supra, should any dispute arise

between the SHAREHOLDERS as to either the modus operandi for a listing or the

terms and conditions thereof which they are unable to resolve amongst themselves,

then and in such event same shall be referred to The Standard Bank of South Africa

Limited (Corporate Banking Division) for determination and whose decision in such

regard shall be final and binding on the PARTIES.

27.

Good Faith and Implementation

27.1

The PARTIES undertake to do all such things, perform all such acts and take all steps

to procure the doing of all such things and the performance of all such acts, as may be

Page 56

necessary or incidental to give or conducive to the giving of effect to the terms,

conditions and import of the AGREEMENT.

27.2

The PARTIES shall at all times during the continuance of the AGREEMENT observe

the principles of good faith towards one another in the performance of their obligations

in terms of the AGREEMENT. This implies, without limiting the generality of the

aforegoing, that:-

27.2.1

they will at all times during the term of the AGREEMENT act

reasonably, honestly and in good faith;

27.2.2

they will perform their obligations arising from the AGREEMENT

diligently and with reasonable care; and

27.2.3

they will make full disclosure to each other of any matter that may affect

the execution of the AGREEMENT or its implementation from time to

time.

Page 57

28.

Admission of new members

To the extent that any new members may be admitted as such to the COMPANY at any time

after the CLOSING DATE, then and in such event it shall be a pre-requisite of such admission

that such party subscribes his/its agreement in all respects to the AGREEMENT, modified

where necessary, and in the absence thereof no shares in the COMPANY shall be capable of

being transferred or issued to it save with the consent in writing of all the then

SHAREHOLDERS

. In no way derogating from the aforegoing, the PARTIES shall at all

times be obliged to take into consideration the prevailing BEE criteria so as to ensure that the

COMPANY

, if so required, complies with all DME requirements.

29.

Duration

The AGREEMENT shall remain in force for so long as either ARGONAUT or MINTAILS

SA

is a SHAREHOLDER.

30.

Dispute Resolution

30.1

Save as may otherwise be provided to the contrary in the AGREEMENT, any dispute

arising out of or in connection with the AGREEMENT or the subject matter of the

AGREEMENT

including without limitation any dispute concerning:-

30.1.1

the existence of the AGREEMENT apart from this clause 28;

30.1.2

the interpretation and effect of the AGREEMENT;

Page 58

30.1.3

the PARTIES’ respective rights and obligations under the

AGREEMENT;

30.1.4

the rectification of the AGREEMENT;

30.1.5

the breach, termination or cancellation of the AGREEMENT or any

matter arising out of breach, termination or cancellation thereof;

30.1.6

damages in delict, compensation for unjust enrichment of any other

claim, whether or not the rest of the AGREEMENT (apart from this

clause) is valid and in force,

shall in the first instance be referred for joint consideration and possible resolution to

the following persons in the following order of priority:-

•

to the Chief Executive Officer of DRDGold South African Operations

(Proprietary) Limited on the one hand and the Chief Executive Officer of

MINTAILS SA

on the other hand; thereafter

•

to the Chief Executive Officer of DRDGold Limited and the Chief Executive

Officer of MinTails Limited of Australia.

Should these officers not be able to resolve the dispute, then they shall, by agreement,

appoint an independent third party to act as a mediator, and not as an arbitrator, to

mediate in the resolution of the dispute. Should they not be able to agree on the

mediator, then the mediator shall be selected by the Chairman of the Arbitration

Page 59

Foundation of Southern Africa (“AFSA”). Should the dispute not be resolved in this

manner, then the dispute shall be decided by arbitration as set out in clauses 30.2 to

30.9 infra.

30.2

If any PARTY requires a dispute to be referred to arbitration after the mediation

referred to in clause 30.1 supra has not been able to resolve a dispute, that PARTY

shall notify the other PARTY/IES in writing, identifying the dispute and setting out

the relief required.

30.3

Within 30 (thirty) days of receipt of the notice referred to in clause 30.1 above, the

PARTIES

shall agree on the arbitrator. If agreement is not reached within 30 (thirty)

days after any PARTY, in writing, called for agreement, the arbitrator shall be

appointed by the Chairman of AFSA. The arbitrator appointed must be, taking into

account the nature of the dispute, suitably qualified to deal with the matter and be

totally independent of the PARTIES and not have represented any of the PARTIES at

any prior stage.

30.4

The arbitration shall be held in Johannesburg and the PARTIES shall endeavour to

ensure that it is completed, if possible, within 120 (one hundred and twenty) days after

the appointment of the arbitrator unless the arbitrator is of the opinion that an extended

period is required therefor. Should the PARTIES be unable to agree on the time

parameters for the resolution of the dispute and should it then become necessary to

pursue the same as envisaged by the AFSA Rules then, notwithstanding anything to the

contrary therein contained, the time parameters as contained in the AFSA Rules shall

be deemed substituted in their entirety by the Uniform Rules of the High Court of

South Africa and in the event of any conflict, as determined by the presiding arbitrator.

Page 60

30.5

The arbitrator need not strictly observe the principles of law and the rules of evidence

and may decide upon the procedure to be followed in respect of the matters submitted

to him according to what he considers equitable in the circumstances.

30.6

The proceedings in the arbitration shall as far as practicable take place in private and be

kept confidential.

30.7

The PARTIES shall be entitled to legal representation at the arbitration.

30.8

The arbitrator shall decide the dispute and hand down a written decision no later than

30 (thirty) days after the completion of the arbitration proceedings unless the

PARTIES

agree to the contrary. Any PARTY aggrieved at the arbitrators’s decision

shall be entitled to require the decision to be referred to an appeal panel of 3 (three)

retired judges, one selected by each of the PARTIES to the dispute and the remaining

judge who shall be appointed by the 2 (two) nominated retired judges and who shall act

as the chairman of the panel. The procedures to be followed in connection with the

appeal process shall be determined in accordance with those prescribed by AFSA

unless the PARTIES agree to the contrary.

30.9

The provisions of this clause shall not preclude any PARTY from obtaining interim

relief on an urgent basis from a court of competent jurisdiction pending the decision of

the arbitrator.

31.

Signature of Documents

In no way derogating from any other provision of the AGREEMENT, the PARTIES

reciprocally undertake that they will do all things in their power and use their best endeavours,

Page 61

including the convening and holding of all necessary meetings of the BOARD and the

COMPANY

, the passing of all necessary resolutions and the execution and registration,

wherever applicable, of whatever servitudes or similar such documents may be required, in

order to give effect to the AGREEMENT.

32.

Regulatory Matters

The PARTIES shall respectively co-operate with each other to ensure that all information

necessary or desirable for the making of (or responding to any requests for further information

consequent upon) any notification or filings made in respect of the AGREEMENT, is supplied

to the third party dealing with such notifications and filings and that they are properly,

accurately and promptly made.

33.

Announcements/Confidentiality

33.1

No announcements of or in connection with the AGREEMENT shall be made by any

of the PARTIES without the prior written concurrence of the others which shall not be

unreasonably withheld where same are required to comply with any statutory

requirements.

33.2

The PARTIES agree and undertake at all times to respect the confidentiality of the

AGREEMENT

and not to disseminate the contents thereof in any manner to third

parties other than the bona fide professional advisors of the PARTIES from time to

time.

34.

No Partnership

Page 62

Nothing in the AGREEMENT shall be deemed to constitute a partnership between the

PARTIES

or constitute any PARTY the agent of any other PARTY for any purpose.

35.

Clause Headings

The clause headings to the AGREEMENT are for reference purposes only and do not bear

upon the interpretation of the AGREEMENT. If any provision in a definition is a substantive

provision conferring rights or imposing obligations on any party, notwithstanding that it is only

in the definition, effect shall be given to it as if it were a substantive provision in the body of

the AGREEMENT.

36.        Domicilia

36.1

The PARTIES hereby choose domicilia citandi et executandi for all purposes under

the AGREEMENT at the addresses set opposite their respective names hereunder:-

36.1.1

ARGONAUT - - 4 Ebsco House, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx,

Xxxxxxxxxxxx 0000 - telefax number 011 476-2637;

36.1.2

MINTAILS SA - 1 

st

Floor, North Wing, Xxxx Xxxxxxx Xxxxxx Xxxx, 000

Xxxxxxxx Xxxx, Xxxxxxxx 0000 - telefax number 012 346-4409,

with copies in both instances to the ATTORNEYS, 10

th

Floor, JD House, 00 Xxxxxxxx

Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 0000 - telefax number 011 712-0712.

36.2

Any notice to either party shall be addressed to such PARTY at its domicilium

aforesaid and either sent by telefax or delivered by hand. In the case of any notice -

Page 63

36.2.1

sent by telefax, it shall be deemed to have been received, unless the

contrary is proved, on the date of the successful transmission thereof if a

business day, otherwise the next following business day;

36.2.2

delivered by hand, it shall be deemed to have been received, unless the

contrary is proved on the date of delivery, provided such date is a

business day or otherwise on the next following business day.

36.3

Either PARTY shall be entitled, by notice to the other, to change its domicilium to

another address in the Republic of South Africa, provided that the changes shall only

become effective 14 (fourteen) days after service of the notice in question.

36.4

Notwithstanding anything to the contrary hereinbefore contained, a written notice or

communication actually received by either of the PARTIES from the other, including

by way of telefax transmission, shall be adequate written notice or communication to

such PARTY.

37.

Non-Variation

37.1

No variation or amendment of the AGREEMENT will be of any force or effect unless

reduced to writing and signed by all the PARTIES.

37.2

No consensual termination of the AGREEMENT will be of any force or effect unless

reduced to writing and signed by all the PARTIES.

37.3

No waiver or abandonment of any PARTY's rights arising from the AGREEMENT,

accrued or otherwise, will be of any force or effect as against such PARTY unless such

Page 64

waiver or abandonment is reduced to writing and signed by the PARTY waiving and

abandoning such rights.

37.4

No oral statements and no conduct by a PARTY relating to any purported variation,

amendment, cancellation, waiver or abandonment will estop a PARTY from relying

upon the formalities prescribed in the preceding sub-clauses of this clause.

37.5

Neither of the PARTIES shall be entitled, without the prior written consent of the

other which shall not be unreasonably withheld, to cede or assign any of its rights or

delegate any of its obligations arising out of the AGREEMENT save that the onus of

proof that the consent is being unreasonably withheld, shall rest on the PARTY

seeking the cession and assignment.

38.

Costs

The costs hereof and incidental hereto shall be borne and paid by the SHAREHOLDERS in

equal shares.

39.

Severability of Contract

In the event of any provisions of the AGREEMENT being invalid, such provision/s shall be

regarded as severable from the remainder of the AGREEMENT which shall remain of full

force and effect.

40.

Governing Laws

Page 65

Irrespective of where the AGREEMENT may be signed by either of the PARTIES, the

AGREEMENT

shall in all respects be interpreted, governed and implemented in accordance

with the laws of South Africa.

41.

Whole Agreement

The AGREEMENT which shall supersede any prior agreements or any one or more thereof in

relation to the COMPANY, constitutes the entire contract between the PARTIES and no

amendment or consensual cancellation of the AGREEMENT or any provision or term thereof,

and no extension of time, waiver, relaxation or suspension of any of the provisions or terms of

the AGREEMENT, shall be of legal efficacy save insofar as the same is reduced to writing

and signed by the PARTIES.

42.

Counterparts

The AGREEMENT may be signed in separate counterparts, each of which shall be deemed to

be an original and all of which taken together shall constitute one and the same instrument. A

counterpart of the AGREEMENT in telefax form shall be conclusive evidence of the original

signature and shall be as effective in law as the counterparts in original form showing the

original signatures.

Page 66

Thus done and signed by MINTAILS SA at Johannesburg on this the 9

th

day of December

2008, in the presence of the undersigned witnesses.

As witnesses:-

For: MinTails SA (Proprietary) Limited

1.

2.

/s/D.A.W. van der Xxxx

- director

Thus done and signed by the COMPANY at Johannesburg on this the 9

th

day of December

2008, in the presence of the undersigned witnesses.

As witnesses:-

For: Witfontein Mining (Proprietary)
Limited

1.

2.

/s/D.A.W. van der Xxxx

- director -

Thus done and signed by ARGONAUT at Johannesburg on this the 9

th

day of December

2008, in the presence of the undersigned witnesses.

As witnesses:-

For:

Argonaut Financial Services

(Proprietary) Limited

1.

2.

/s/A.N. Xxxx

- director -

Annexe “A”

Extracts from the Minutes of a Meeting of the Board of Directors of MinTails SA (Proprietary) Limited,
held at Johannesburg on the day of December 2008
__________________________________________________________________________

Resolved that :-

1.

The company enters into an agreement with
Witfontein Mining (Proprietary) Limited and
Argonaut Financial Services (Proprietary)
Limited, upon the terms and conditions
contained in a draft of such agreement which
was tabled at this meeting.

2.

Diederik Xxxxxx Xxxxxx van der Xxxx, in his
capacity as a director of the company, be and he
is hereby authorised to sign the said agreement
for and on behalf of the company.

Certified True Extracts

Chairman of the Meeting

Annexe “B”

Extracts from the Minutes of a Meeting of the Board of Directors of Witfontein Mining (Proprietary)
Limited, held at Johannesburg on the day of December 2008
__________________________________________________________________________

Resolved that :-

1.

The company enters into an agreement with
MinTails SA (Proprietary) Limited and

Argonaut Financial Services (Proprietary)
Limited, upon the terms and conditions
contained in a draft of such agreement which
was tabled at this meeting.

2.

Diederik Xxxxxx Xxxxxx van der Xxxx, in his
capacity as a director of the company, be and he
is hereby authorised to sign the said agreement
for and on behalf of the company.

Certified True Extracts

Chairman of the Meeting

Annexe “C”

Extracts from the Minutes of a Meeting of the Board of Directors of Argonaut Financial Services
(Proprietary) Limited, held at Johannesburg on the day of December 2008
__________________________________________________________________________

Resolved that :-

1.

The company enters into an agreement with
MinTails SA (Proprietary) Limited and

Witfontein Mining (Proprietary) Limited, upon
the terms and conditions contained in a draft of
such agreement which was tabled at this
meeting.

2.

Xxxxxx Xxxxxx Xxxx, in his capacity as a
director of the company, be and he is hereby
authorised to sign the said agreement for and on
behalf of the company.

Certified True Extracts

Chairman of the Meeting

Annexe “D1”

Copy of Title Deed No T167382/07

(vide clause 1.1.17 supra)

Annexe “D2”

Copy of Title Deed T167383/07

(vide clause 1.1.17 supra)

Annexe “F”

Specimen PLEDGE AND CESSION

(vide clause 1.1.27 supra)

Annexe “G1”

Copy of SALE AGREEMENT

(vide clause 1.1.32.1 supra)

Annexe “G2”

Copy of Addendum to SALE AGREEMENT

(vide clause 1.1.32.2 supra)

Annexe “H”

Schedule reflecting LOAN ACCOUNT of MINTAILS SA as at the EFFECTIVE DATE

(vide clauses 4.6 and 17.1.1 supra)