Memorandum of Agreement

EXHIBIT 4.130

MOGALE Sale of Part Venture Interest

in ELSBURG JV

Memorandum of Agreement

Made and entered into between:-

EAST RAND PROPRIETARY MINES LIMITED

(Reg No 1893/000773/06)

(a company duly incorporated in accordance with the company laws of the Republic of
South Africa with limited liability, herein represented by Xxxx Xxxxxxx, 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 29

day of

September 2008, and a certified copy whereof is annexed hereto marked "A");

of the one part;

and

Page 2

MOGALE GOLD (PROPRIETARY) LIMITED

(Reg No 1996/010274/07)

(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 29

day of September 2008, and a certified copy whereof is

annexed hereto marked "B");

of the other part.

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:-

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

“ASX”

shal mean the Australian Stock

Page 3

Exchange;

1.1.3

“ATTORNEYS”

shall mean Levy, Feinsteins &

Associates Incorporated practising

under the style of “Feinsteins” of

Johannesburg, Republic of South

Africa;

1.1.4

“BRAKPAN PLANTS”

shall collectively mean:-

1.1.4.1

the gold circuit plant

comprising those items

marked in purple and blue

(and identified by the yellow

block printed pointers) in

Annexe “C” hereto and

constituting the following:-

•

electrical power factor

correction;

•

flotation building;

•

fitting/electrical

workshop;

•

desanding building;

•

admin building;

•

R.W.B. Reservoir;

Page 4

•

tailings thickener No 2;

•

tailings thickener No 4;

•

elution building;

•

tank farm;

•

residue area;

•

piping workshop;

•

plating workshop;

•

fitting workshop;

•

tailings pump house;

•

hot and cold sumps;

•

rigging workshop;

•

medical centre;

•

clear water reservoir;

•

change house;

•

plant stores;

•

Sallies return; and

•

settling ponds;

and in no way derogating

therefrom including

whatever rights and/or

servitudes are applicable

thereto, inter alia, the rights

of ingress to and egress

from such plant and/or line

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and/or pipeline rights and/or

other infrastructural

services, the weigh bridge

and pipe yard to the

exclusion, however, of the

items in clause 1.1.4.2 infra;

and

1.1.4.2

the gold circuit plant and the

infrastructure therefor

comprising those items

which are uncoloured on the

whole of the plan annexed

hereto and marked “C”

including whatever rights

and/or servitudes are

applicable thereto, inter alia,

the rights of ingress to and

egress from such plant

and/or line and/or pipeline

rights and/or other

infrastructural services to

the exclusion, however, of

the items in clause 1.1.4.1

Page 6

supra;

1.1.5

“CLAIMS”

shall in the case of:-

1.1.5.1

the MOGALE SALE

INTEREST, mean 30%

(thirty per centum) of the

loan account claims by

MOGALE against the

ELSBURG JV as at the

CLOSING DATE; and

1.1.5.2

the OPTION EQUITY, mean

an additional 11,4% (eleven

comma four per centum) of

the loan account claims by

MOGALE against the

ELSBURG JV as at the

OPTION EXERCISE DATE;

1.1.6

“CLOSING DATE”

shall mean the date of the

implementation of the provisions of

clauses 9.1 and 9.3 infra, which shall be

the 5 (fifth) business day thereafter;

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1.1.7

“COMPETITION
COMMISSION

shall mean the Commission established

in accordance with the provisions of the

Competition Act, No 89 of 1998, as

amended;

1.1.8

“CROWN”

shall mean Crown Gold Recoveries

(Proprietary) Limited, a subsidiary of

DRD SA;

1.1.9

“DRD SA”

shall mean DRDGold South African

Operations (Proprietary) Limited, a

company controlled by DRDGold

Limited, a public company listed on the

JSE Limited Securities Exchange;

1.1.10

“EFFECTIVE DATE”

shall mean the date of the fulfilment of

the condition precedent in clause 3 infra

notwithstanding the SIGNATURE

DATE;

1.1.11

“ELSBURG JV”

shall mean the Elsburg Gold Mining

Joint Venture, the participants

whereunder and their proportionate joint

venture interests as at:-

1.1.11.1

the SIGNATURE DATE,

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are:-

• MOGALE - 50%

(fifty per centum);

and

• ERPM - 50% (fifty

per centum); and

1.1.11.2

the CLOSING DATE, in the

event of the non-exercise of

the OPTION, will be:-

• MOGALE - 35%

(thirty five per

centum); and

• ERPM - 65% (sixty

five per centum); or

1.1.11.3

the CLOSING DATE, in the

event of the exercise of the

OPTION, will be:-

•

MOGALE - 23,6%

(twenty three comma

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six per centum); and

•

ERPM - 76,4%

(seventy six comma

four per centum);

1.1.12

“ELSBURG JV
AGREEMENT”

shall mean the Memorandum of

Agreement made and entered into by

and between the PARTIES at

Johannesburg on the 15 August 2008, in

terms whereof they established a joint

venture known as the “Elsburg Gold

Mining Joint Venture” to conduct a gold

resources mining business, and which

agreement regulates their rights and

obligations as joint venturers on the one

hand and the respective rights of their

nominees as members of an Executive

Committee responsible for the day-to-

day functions of the joint venture, on the

other hand;

1.1.13

“ERGO MINING”

shall mean Ergo Mining (Proprietary)

Limited, a company jointly controlled by

CROWN and ERGO URANIUM;

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1.1.14

“ERGO MINING
AGREEMENT”

shall mean the Shareholders’ Agreement

entered into by and between CROWN

and ERGO URANIUM regulating their

relationship as shareholders of ERGO

MINING and that of their nominees on

the board of directors of ERGO MINING,

upon the terms and conditions set forth

in such agreement;

1.1.15

“ERGO URANIUM”

shall mean Ergo Uranium (Proprietary)

Limited, an indirect subsidiary of

MINTAILS AUS;

1.1.16

“ERPM”

shall mean East Rand Proprietary Mines

Limited and shall be deemed to include

its successors in title or permitted

assigns, a subsidiary of DRD SA;

1.1.17

“JOINT CONTROL”

shall, in relation to the ELSBURG JV,

mean the control of the conduct of the

business of such joint venture as

exercised by its Executive Committee

on which there is equal representation

by the PARTIES as the joint venturers

thereof;

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1.1.18

“MINTAILS AUS”

shall mean Mintails Limited of Australia,

a public company, the shares whereof

are listed on the ASX;

1.1.19

“MINTAILS AUS
CAPITAL RAISING”

shall mean the capital raising to be

undertaken and completed by not later

than the 31 October 2008 by MINTAILS

AUS through the mechanism of the

ASX of A$15,000,000 (fifteen million

Australian Dollars) or less, at the

discretion of MINTAILS AUS, provided

that from the amount raised the sum of

ZAR27 000 000,00 (twenty seven

million rand) is ring-fenced and

advanced or to be advanced by

MINTAILS AUS to MINTAILS SA and

by the latter in turn to MOGALE in

reduction of its loan account obligations

under the ELSBURG JV

AGREEMENT;

1.1.20

“MINTAILS SA”

shall mean MinTails SA (Proprietary)

Limited, a wholly owned subsidiary of

MINTAILS AUS;

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1.1.21

“MOGALE”

shall mean Mogale Gold (Proprietary)

Limited (an indirect subsidiary of

MINTAILS AUS) and shall be deemed

to include its successors in title or

permitted assigns;

1.1.22

“MOGALE
PERCENTAGE
INTEREST”

shall mean the 50% (fifty per centum)

venture participation interest of

MOGALE in the ELSBURG JV;

1.1.23

“MOGALE SALE
INTEREST”

shall collectively mean 30% (thirty per

centum) of the MOGALE

PERCENTAGE INTEREST and the

CLAIMS referred to in clause 1.1.5.1

supra;

1.1.24

“OPTION”

shall mean the option granted by

MOGALE to ERPM pursuant to clause

8 infra, in terms whereof the latter shall

have the irrevocable right during the

OPTION PERIOD and subject to the

arrival of the EFFECTIVE DATE, to

acquire the OPTION EQUITY against

payment of the OPTION PRICE on the

CLOSING DATE;

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1.1.25

“OPTION EQUITY”

shall, over and above the MOGALE

SALE INTEREST, collectively mean a

further 11,4% (eleven comma four per

centum) of the MOGALE

PERCENTAGE INTEREST and the

CLAIMS referred to in clause 1.1.5.2

supra;

1.1.26

“OPTION EXERCISE
DATE”

shall mean the date of the exercise of

the OPTION by ERPM which shall be

any day during the OPTION PERIOD

followed by the implementation of the

provisions of clauses 9.2 and 9.3 infra

within a period of 5 (five) business days

thereafter;

1.1.27

“OPTION PERIOD”

shall, solely in the event of the failure of

the MINTAILS AUS CAPITAL

RAISING, mean the period

commencing on the 1 January 2009

and terminating on the 15 January

2009;

1.1.28

“OPTION PRICE”

shall mean the sum of

ZAR75 948 489,00 (seventy five million

nine hundred and forty eight thousand

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four hundred and eighty nine rand);

1.1.29

“PARTIES”

shall mean both parties to the

AGREEMENT;

1.1.30

“PERCENTAGE
INTERESTS”

shall mean the interest of each of the

PARTIES as joint venturers in the

ELSBURG JV [presently 50% (fifty per

centum) each] and which percentage

may be modified by written agreement

between the PARTIES from time to

time;

1.1.31

“SIGNATURE DATE”

shall mean the date of signature of the

AGREEMENT by the PARTY last

signing same;

1.1.32

“TRANSACTION”

shall mean the transaction

contemplated by the AGREEMENT,

that is, the sale by MOGALE to ERPM

of the MOGALE SALE INTEREST and

shall, in the event of the exercise by

ERPM of the OPTION, be deemed to

include the OPTION EQUITY;

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1.1.33

“ZAR”

shall mean the currency of the Republic

of South Africa.

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 SIGNATURE DATE and

as amended or substituted from time to time.

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

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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.

1.10

Any reference to “permitted assigns” shall mean those consented to, in writing,

by the PARTIES.

Recordal

It is recorded that:-

Page 17

2.1

in terms of the ELSBURG JV AGREEMENT, the joint venturers are MOGALE

as to 50% (fifty per centum) thereof and ERPM as to 50% (fifty per centum)

thereof and which entities enjoy JOINT CONTROL of the ELSBURG JV;

2.2

the ELSBURG JV AGREEMENT contemplated that the percentage interests of

the joint venturers, namely the PARTIES, could be varied from time to time by

written agreement between them, inter alia, to facilitate the entry of another

venture participant; and

2.3

since the conclusion of the ELSBURG JV AGREEMENT, MOGALE has

resolved to dispose of the MOGALE SALE INTEREST to ERPM, which the

latter has agreed to acquire from it, upon terms and conditions which have

been agreed upon and which are more fully set forth hereafter.

Condition Precedent

3.1

Notwithstanding anything to the contrary in the AGREEMENT contained, it

shall be conditional upon the written approval of the TRANSACTION by the

COMPETITION COMMISSION - by not later than noon on the 31 January

2009.

3.2

Should the condition precedent not be fulfilled within the time period stipulated in

clause 3.1 supra or within such extended period/s as the PARTIES may in

writing agree upon, then and in such event the AGREEMENT shall ipso facto be

and become null and void ab initio and whereupon the PARTIES shall, if

applicable, be obliged to restore each other as near as possible to the status quo

Page 18

ante without prejudice to the rights of either PARTY to take action against the

other of them in the event of a breach of the provisions of clause 3.4 infra.

3.3

Notwithstanding anything to the contrary, should the approval in clause 3.1 supra

be declined, alternatively should the application therefor be granted with

unacceptable conditions attached thereto, then the PARTIES shall continue to

be bound by the provisions of the AGREEMENT for an additional period of 30

(thirty) days thereafter thereby affording them the opportunity of endeavouring to

satisfactorily address the negative or conditional response from the

COMPETITION COMMISSION.

3.4

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

faith use their reasonable endeavours to timeously fulfil the condition precedent

in clause 3.1 supra and in such regard to sign and/or procure the signature of

such documents and to furnish such reasonable information as may be

applicable to each of them, upon written request therefor.

3.5

The PARTIES agree that they shall jointly mandate the ATTORNEYS to

prepare and submit the relevant merger notices to the COMPETITION

COMMISSION and to attend to all issues directly or indirectly arising thereout.

Warranties by MOGALE

4.1

MOGALE warrants in favour of ERPM and upon the veracity whereof the

AGREEMENT shall be founded, that:-

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4.1.1

it is the registered and/or beneficial owner of the MOGALE SALE

INTEREST and the OPTION EQUITY; and

4.1.2

the MOGALE SALE INTEREST and the OPTION EQUITY are

unencumbered and it is able to give free title thereto, to ERPM,

which in any event enjoys a pre-emptive right in respect thereof in

terms of the ELSBURG JV AGREEMENT.

4.2

Save for the aforesaid warranties, the AGREEMENT is concluded on the basis

that it is “voetstoots” and that MOGALE has given no other warranties or

representations, whether express or implied.

Acknowledgments

ERPM acknowledges that:-

5.1

it is the registered and/or beneficial owner of 50% (fifty per centum) of the joint

venture participation interest in the ELSBURG JV;

5.2

by reason of the aforegoing, it is fully au fait with all the business affairs of

whatever nature of the ELSBURG JV;

5.3

its acquisition of the MOGALE SALE INTEREST is ‘voetstoots” save for the

warranties in 4.1 supra to the contrary; and

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5.4

if it exercises the OPTION on the OPTION EXERCISE DATE, then its

acquisition of the OPTION EQUITY will likewise be “voetstoots” save for the

warranties in 4.1 supra to the contrary.

Sale

Subject to the warranties and acknowledgments hereinbefore contained and to the

arrival of the CLOSING DATE:-

6.1

MOGALE does hereby sell to ERPM and the latter does hereby purchase from

it, the MOGALE SALE INTEREST for the purchase consideration hereinafter

referred to; and

6.2

the benefits of and the risks attaching to the acquisition of the MOGALE SALE

INTEREST shall pass from MOGALE to ERPM with effect from the

EFFECTIVE DATE.

Purchase Consideration and Payment thereof

7.1

The purchase consideration for the MOGALE SALE INTEREST shall be the

sum of R100 000 000,00 (one hundred million rand).

7.2

The purchase consideration as aforesaid shall be paid by ERPM to MOGALE

after the CLOSING DATE and in accordance with the drawdown schedule

annexed hereto and marked “D(1)”.

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OPTION

8.1

In addition to the sale by MOGALE to ERPM of the MOGALE SALE

INTEREST, MOGALE does hereby give and grant ERPM the OPTION to

acquire the OPTION EQUITY during the OPTION PERIOD and as against

payment of the OPTION PRICE on the OPTION EXERCISE DATE and in

accordance with the drawdown provisions of Annexe “D(2)” hereto.

8.2

Should ERPM wish to exercise the OPTION during the OPTION PERIOD, it

shall be obliged to do so on the OPTION EXERCISE DATE on written

notification to the ATTORNEYS at 10

Floor, JD House, 00 Xxxxxxxx Xxxxxx,

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

the OPTION not be exercised during the OPTION PERIOD, then and in such

event and in the absence of the period being extended by MOGALE in writing,

it shall ipso facto lapse and be of no further force or effect.

CLOSING DATE / OPTION EXERCISE DATE

On the CLOSING DATE or the OPTION EXERCISE DATE, as the case may be, the

PARTIES and/or their duly authorised representatives shall meet at a pre-determined

time and venue and at which the following shall contemporaneously take place:-

9.1

in the event of the non-exercise of the OPTION, then on the CLOSING

DATE:-

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9.1.1

MOGALE shall deliver to ERPM written proof of the variation in

their respective PERCENTAGE INTERESTS in the ELSBURG JV

so that same will be as follows:-

• ERPM - 65% (sixty five per centum); and

• MOGALE - 35% (thirty five per centum);

against written authorisation from ERPM to MOGALE to drawdown

on the purchase consideration in accordance with Annexe “D(1)”

hereto;

9.2

in the event of the exercise of the OPTION, then on the OPTION

EXERCISE DATE or within 5 (five) business days thereafter:-

9.2.1

MOGALE shall deliver to ERPM written proof of the variation in

their respective PERCENTAGE INTERESTS in the ELSBURG JV

so that same will be as follows:-

• ERPM - 76,4% (seventy six comma eight four per

centum); and

• MOGALE - 23,6% (twenty three comma six per centum);

Page 23

against written authorisation from ERPM to MOGALE to drawdown

on the purchase consideration in accordance with Annexe “D(2)”

hereto; and

9.3

in either event

9.3.1

the PARTIES shall procure the passing of a resolution of the

Executive Committee of the ELSBURG JV approving the aforesaid

variation and causing the appropriate entries to be made in the

books of account of the ELSBURG JV; and

9.3.2

the amended ELSBURG JV AGREEMENT to cater for the

provisions of clause 11 infra shall be executed by the PARTIES in

the event that it may not have been signed prior thereto.

10.

Re-Investment of Purchase Consideration

MOGALE agrees and undertakes that it will from the purchase consideration to be

received by it from ERPM:-

10.1

for the MOGALE SALE INTEREST and in accordance with the provisions of

the AGREEMENT, cause such funds to be re-invested by it as to:-

10.1.1

the sum of R52 352 676,00 (fifty two million three hundred and fifty

two thousand six hundred and seventy six rand) in the ELSBURG

JV for the credit of its (MOGALE’s) loan account therein and

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otherwise subject to the provisions of the ELSBURG JV

AGREEMENT;

10.1.2

the sum of R17 405 964,00 (seventeen million four hundred and

five thousand nine hundred and sixty four rand) to be expressly

utilised to complete the refurbishment of the BRAKPAN PLANTS;

and

10.1.3

the sum of R30 241 360,00 (thirty million two hundred and forty

one thousand three hundred and sixty rand) as a loan to ERGO

URANIUM and to procure the advance by the latter of such sum to

ERGO MINING in reduction of the latter’s loan obligations under

the ERGO MINING AGREEMENT; or

10.2

for the MOGALE SALE INTEREST and the OPTION PRICE (in the event of

the exercise of the OPTION) and in accordance with the provisions of the

AGREEMENT, cause such funds to be re-invested by it as to:-

10.2.1

the sum of R104 483 695,00 (one hundred and four million four

hundred and eighty three thousand six hundred and ninety five

rand) in the ELSBURG JV for the credit of its (MOGALE’s) loan

account therein and otherwise subject to the provisions of the

ELSBURG JV AGREEMENT;

10.2.2

the sum of R17 405 964,00 (seventeen million four hundred and

five thousand nine hundred and sixty four rand) to be expressly

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utilised to complete the refurbishment of the BRAKPAN PLANTS;

and

10.2.3

the sum of R54 058 830,00 (fifty four million fifty eight thousand

eight hundred and thirty rand) as a loan to ERGO URANIUM and

to procure the advance by the latter of such sum to ERGO MINING

in reduction of the latter’s loan obligations under the ERGO

MINING AGREEMENT.

11.

Amendments to the ELSBURG JV AGREEMENT

11.1

The PARTIES reciprocally warrant in favour of each other that they will as soon

as possible after the SIGNATURE DATE and conditionally upon the arrival of

the CLOSING DATE or the OPTION EXERCISE DATE, as the case may be,

take such steps as may be necessary to procure the amendment of the

ELSBURG JV AGREEMENT and to the extent necessary, any of the

documentation therein referred to, so as to provide that with effect from the

CLOSING DATE or the OPTION EXERCISE DATE, as the case may be:-

11.1.1

JOINT CONTROL shall be cancelled and the PARTIES shall

exercise their respective rights in accordance with their then

PERCENTAGE INTERESTS in the ELSBURG JV;

11.1.2

the mandatory loans of the PARTIES in terms of the ELSBURG

JV AGREEMENT shall be varied so as to take into consideration

the sale and cession of the CLAIMS in clauses 1.1.5.1 and 1.1.5.2

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supra and so that the loan accounts of the PARTIES and their

respective PERCENTAGE INTERESTS [it being recorded that the

aggregate loans due and payable by them in terms of the

ELSBURG JV AGREEMENT is R312 000 000,00 (three hundred

and twelve million rand) [R156 000 000,00 (one hundred and fifty

six million rand) each] will be as follows:-

11.1.2.1

MOGALE -

•

35% (thirty five per centum) of R312 000 000,00

(three hundred and twelve million rand), that is

R109 200 000,00 (one hundred and nine million

two hundred thousand rand); or

•

23,6% (twenty three comma six per centum) (in

the event of the exercise of the OPTION) of

R312 000 000,00 (three hundred and twelve

million rand), that is R73 632 000,00 (seventy

three million six hundred and thirty two thousand

rand); and

11.1.2.2

ERPM -

•

65% (sixty five per centum) of R312 000 000,00

(three hundred and twelve million rand), that is

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R202 800 000,00 (two hundred and two million

eight hundred thousand rand); or

•

76,4% (seventy six comma four per centum) (in

the event of the exercise of the OPTION) of

R312 000 000,00 (three hundred and twelve

million rand), that is R238 368 000,00 (two

hundred and thirty eight million three hundred and

sixty eight thousand rand)].

11.2

The PARTIES reciprocally warrant in favour of each other that they will sign all

documentation necessary for and/or incidental to implement the aforegoing.

12.

Breach Provisions

12.1

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

AGREEMENT which are applicable to it, then and in such event the aggrieved

PARTY shall be obliged to afford the guilty PARTY a period of 7 (seven) days

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

remedy the breach, failing which the aggrieved PARTY shall then be entitled at

its sole and absolute discretion, subject to 12.2 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 in law.

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12.2

Notwithstanding anything to the contrary in 12.1 supra, the aggrieved PARTY

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.

13.

Adjudication of Disputes

13.1

Save as may be expressly provided elsewhere in the AGREEMENT to the

contrary, should any dispute arise between any of the PARTIES in regard to:-

13.1.1

the interpretation of;

13.1.2

the effect of;

13.1.3

the PARTIES' respective rights or obligations under;

13.1.4

a breach of;

13.1.5

the termination of;

13.1.6

any matter arising out of the termination of;

the AGREEMENT, that dispute shall be decided by arbitration before the

adjudicators in the manner set out in this clause 13.

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13.2

The adjudicators shall be appointed by the PARTIES, and failing agreement,

shall be nominated by the Arbitration Foundation of Southern Africa ("AFSA")

out of the nominees of the parties hereto. Should AFSA not be in existence at

the time, the nomination shall be made by the Chairman for the time being of

the Johannesburg Bar Council.

13.3

The arbitration shall be held at Johannesburg, Gauteng, and 'in camera' on the

basis that such proceedings will be strictly private and confidential.

13.4

The arbitration shall be held in accordance with the Rules of AFSA, or if AFSA

shall not be in existence, in accordance with the formalities and procedures

settled by the adjudicators, which shall be in an informal and summary manner,

that is, it shall not be necessary to observe or carry out either the usual

formalities or procedures or the strict rules of evidence, and otherwise subject

as aforesaid to the Arbitration Xxx, 0000, of the Republic of South Africa and

any statutory modification or re-enactment thereof. 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.

13.5

The adjudicators shall be entitled to:-

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13.5.1

investigate or cause to be investigated any matter, fact or thing

which they consider necessary or desirable in connection with any

matter referred to them for decision;

13.5.2

decide the matters submitted to them according to what they

consider just and equitable in all the circumstances, having regard

to the purpose of the AGREEMENT; and

13.5.3

make such award, including an award for specific performance, an

interdict, damages or a penalty or the costs of arbitration or

otherwise, as they in their discretion may deem fit and appropriate.

13.6

The arbitration shall be held as expeditiously as possible after it is demanded

with a view to it being completed within 30 (thirty) business days after it has

been so demanded.

13.7

This clause is severable from the remainder of the AGREEMENT and shall

therefore remain in effect even if the AGREEMENT is terminated.

13.8

Subject to the above provisions of this clause 13, the law governing this

agreement shall be the law of the Republic of South Africa and the Court

having jurisdiction to enforce any award made under this clause shall be the

Witwatersrand Local Division of the High Court of the South Africa and all

appeal courts therefrom.

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13.9

Nothing hereinbefore contained shall preclude any PARTY from obtaining

injunctive relief from any competent court pending the outcome of any

arbitration.

14.

General

14.1

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.

14.2

Domicilia

14.2.1

The PARTIES hereby choose domicilia citandi et executandi for all

purposes under the AGREEMENT at the addresses set opposite

their respective names hereunder:-

14.2.1.1

ERPM - 4 Xxxxx Xxxxx, 000 Xxxxxxxxx Xxxxxx,

Xxxxxxxxxx, Xxxxxxxxxxxx 0000 - telefax number

011 476-2637;

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14.2.1.2

MOGALE - 1

Floor, North Wing, Xxxx Xxxxxxx Xxxxxx

Xxxx, 000 Xxxxxxxx Xxxx, Xxxxxxxx 0000 - telefax

number 012 346-4409.

14.2.2

Any notice to any 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 -

14.2.2.1

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;

14.2.2.2

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.

14.2.3

Any PARTY shall be entitled, by notice to the others, 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.

14.2.4

Notwithstanding anything to the contrary hereinbefore contained, a

written notice or communication actually received by one of the

PARTIES from the others, including by way of telefax

Page 33

transmission, shall be adequate written notice or communication to

such PARTY.

14.3

Costs

The costs of and incidental to:-

14.3.1

the transfer of the MOGALE SALE INTEREST and the OPTION

EQUITY (if applicable) to ERPM, shall be borne and paid by

ERPM;

14.3.2

the COMPETITION COMMISSION in the sum of R75 000,00

(seventy five thousand rand), shall be borne and paid by the

PARTIES in equal shares; and

14.3.3

the drafting and drawing of the AGREEMENT and all negotiations

and documentation in connection therewith, shall be borne and

paid by the PARTIES in equal shares.

14.4

Non-Waiver

14.4.1

No variation or amendment of the AGREEMENT will be of any

force or effect unless reduced to writing and signed by the

PARTIES.

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14.4.2

No consensual termination of the AGREEMENT will be of any

force or effect unless reduced to writing and signed by the

PARTIES.

14.4.3

No waiver or abandonment of either PARTY's rights arising from

the AGREEMENT, accrued or otherwise, will be of any force or

effect as against such party unless such waiver or abandonment is

reduced to writing and signed by the PARTY waiving and

abandoning such rights.

14.4.4

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.

14.4.5

None 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.

14.5

Severability of Contract

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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.

14.6

Good Faith and Implementation

14.6.1

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 necessary or

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

conditions and import of the AGREEMENT.

14.6.2

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:-

14.6.2.1

they will at all times during the term of the

AGREEMENT act reasonably, honestly and in good

faith;

14.6.2.2

they will perform their obligations arising from the

AGREEMENT diligently and with reasonable care;

and

Page 36

14.6.2.3

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.

14.7

Whole Agreement

The AGREEMENT 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.

15.

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.

Thus done and signed by ERPM at Johannesburg on this the 29

day of September 2008, in

the presence of the undersigned witnesses.

As witnesses:-

For: East Rand Proprietary Mines Limited

Page 37

/s/M Xxxxxxx
director who by his signature warrants that
he is duly authorised hereto-

Thus done and signed by MOGALE at Johannesburg on this the 29

day of September

2008, in the presence of the undersigned witnesses.

As witnesses:-

For: Mogale Gold (Proprietary) Limited

/s/DAW van der Xxxx
director who by his signature warrants that
he is duly authorised hereto-

Annexe "A"

Extracts from the Minutes of a Meeting of the Board of Directors of East Rand Proprietary
Mines Limited, held at Johannesburg on the 29

day of September 2008

Resolved that :-

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

Xxxx Xxxxxxx, 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 Mogale Gold (Proprietary)
Limited, held at Johannesburg on the 29

day of September 2008

Resolved that :-

The company enters into an agreement
with East Rand Proprietary Mines Limited,
upon the terms and conditions contained in
a draft of such agreement which was tabled
at this meeting.

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”

Plan reflecting BRAKPAN PLANTS

(vide clause 1.1.4 supra)

Annexe “D(1)”

Drawdown Schedule

(vide clause 7.2 supra)

in respect of the sum of R52 352 676 as follows:-

August 2008

6 838 634

September 2008

10 765 159

October 2008

13 791 860

November 2008

20 838 121

December 2008

118 902

Total

52 352 676

in respect of the sum of R17 405 964 as follows:-

September 2008

10 060 096

October 2008

4 000 000

November 2008

2 000 000

December 2008

1 345 868

Total

R17 405 964

in respect of the sum of R30 241 360 as follows:-

August 2008

2 414 778

September 2008

4 419 568

October 2008

7 964 392

November 2008

7 938 030

December 2008

7 504 593

Total

R30 241 360

Annexe “D(2)”

Drawdown Schedule

(vide clause 8.1 supra)

in respect of the sum of R104 483 695 as follows:-

August 2008

6 838 634

September 2008

10 765 159

October 2008

13 791 860

November 2008

20 838 121

December 2008

22 247 489

January 2009

13 144 865

February 2009

8 114 106

March 2009

7 898 293

April 2009

845 169

Total

R104 483 695

in respect of the sum of R17 405 964 as follows:-

September 2008

10 060 096

October 2008

4 000 000

November 2008

2 000 000

December 2008

1 345 868

Total

R17 405 964

Page 2

in respect of the sum of R54 058 830 as follows:-

August 2008

2 414 778

September 2008

4 419 568

October 2008

7 964 392

November 2008

7 938 030

December 2008

7 504 593

January 2009

4 723 734

February 2009

4 007 325

March 2009

3 980 477

April 2009

4 067 038

May 2009

3 864 960

June 2009

3 173 937

Total

R54 058 830

Grand Total

R175 948 489

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Table of Contents

Memorandum of Agreement

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