In the matter between:

INDUSTRIAL DEVELOPMENT CORPORATION OF Plaintiff

SOUTH AFRICA UMITED

and

OAKBAY RESOURCES AND ENERGY LIMITED First Defendant

OAKBAY INVESTMENTS PROPRIETARY LIMITED Second Defendant

Third Defendant

SHIVA URANIUM L.IMIT Fourth Defendant

SUMMONS

TO THE SHERIFF OR HIS DEPUTY

INFORM:

OAKBAY RESOURCES AND ENERGY LIMITED a com~any incorporated in accordance

with the Company Laws of the Republic of South Afric;;i with registration number

2009/021537/07 and its chosen damicifium citandi et eXecutandi in terms of the Loan

Restructuring Agreement at 144 Katherine Street, Block A, Grayston Ridge Office, Sandton,

Johannesburg.

(Hereinafter "First Defendant")

and
 2

OAKBAY INVESTMENTS PROPRIETARY LIMITED a company incorporated in

accordance with the Company Laws of the Republic of South Africa with registration number

2006/017975/07 and its chosen domicifium citandi et executandi in terms of the Loan

Restructuring Agreement at 144 Katherine Street, Block A, Grayston Ridge Office, Sandton,

Johannesburg.

(Hereinafter "Second Defendant")

and

ACTION INVESTMENTS LIMITED a company incorporated under the laws of Mauritius with

registration number 091783 and its chosen domicilium citandi et executandi in terms of the

Loan Restructuring Agreement at 144 Katherine Street, Block A, Grayston Ridge Office,

Sandton, Johannesburg.

(Hereinafter 'Third Defendant")

and

SHIVA URANIUM LIMITED a company incorporated in accordance with the Company Laws

of the Republic of South Africa with registration number 1921/006955!06 and its chosen

domicilium citandi et executandi in terms of the Loan Restructuring Agreement at 89 Gazelle

- Avenue, Corporate Park South, Mid rand, Johannesburg and its registered address at 1 Berg

Street, Hartebeesfontein, North West Province.

(Hereinafter "fourth Defendant")

(The First, Second, Third and Fourth Defendants shall hereinafter be referred to as "the

Defendants")

that:
 3

INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED, a

corporation established under section 2 of the Industrial Development Corporation Act 22 of

1940, with its principal place of business at 19 Fred man Drive, Sandown, Johannesburg;

(Hereinafter "the Plaintiff')

hereby institutes an action against the Defendants in which action the Plaintiff claims the

relief on the grounds as set out in the Particulars of Claim annexed hereto marked Annexure

"A".

INFORM the Defendants further that if they dispute the claim and wish to defend the action:-

i.) The First, Second and Third Defendants shall within ten (10) days of the

service upon them of this Summons, file with the Registrar of the above

Honourable Court, Notice of Intention to Defend and serve a copy thereof on

the Plaintiff's Attorneys of Record, which Notice shall give an address (not

being a post office or posle resante) referred to in Rule 19{3) for the service

upon the First, Second and Third Defendants of all notices and documents in

the action.

ii.) The Fourth Defendant shall within one (1) month of the service upon it of this

Summons, file with the Registrar of the above Honourable Court, Notice of

Intention to Defend and serve a copy thereof on the Plaintiffs Attorneys of

Record, which Notice shall give an address (not being a post office or poste

resante) referred to in Rule 19(3) for the service upon the Fourth Defendant of

all notices and documents in the action.

iii.) Thereafter and within twenty (20) days after filing and serving the Notice of

Intention to Defend as aforesaid, file with the Registrar and serve upon the
 4

Plaintiff a Plea, Exception, Notice to Strike Out, with or without a Counter-

Claim.

INFORM the Defendants further that if they fail to file and serve the Notice of fntention to

Defend, as aforesaid, Judgment as claimed may be given against them without further

Notice to them, or if, having filed and served such Notice, the Defendants fail to Plead,

Except, make Application to strike out or Counter-Claim, Judgment may be given against

the Defendants.

AND immediately thereafter serve on the Defendants a copy of !he Summons and return

the same to the Registrar witl1 whatsoever you have done thereupon.

Dated at SANDTON on this the 3orn day of NOVEMBER 2017.

EDWARD NATHAN SONNENBERGS INC.

Plaintiffs Attorneys
150 West Street
Sandown
Tel: 011 231 7600
Fax: 010 596 6176
Email: jzieff@ensafrica.com
dmoleoo@ensafrica.com
(Ref: J Zieff/D Molepo/0430038)

TO:

AND TO: OAKBAY RESOURCES AND ENERGY LIMITED

First Defendant
144 Katherine Street
Block A
 5

Grayston Ridge Office

Sandton
Johannesburg

AND TO: OAKBAY INVESTMENTS PROPRIETARY LIMITED

Second Defendant
144 Katherine Street
Block A
Grayston Ridge Office
Sandlan
Johannesburg

AND TO: ACTION INVESTMENTS LIMITED

Third Defendant
144 Katherine Street
Block A
Grayston Ridge Office
Sandton
Johannesburg

AND TO: SHIVA URANIUM (FORMERLY URANIUM ONE AFRICA LIMITED)

Fourth Defendant
89 Gazelle Avenue
Corporate Park South
Mid rand
Johannesburg

AND TO: SHIVA URANIUM (FORMERLY URANIUM ONE AFRICA LIMITED)

Fourth Defendant
1 Berg Street
Hartebeesfontein
North West Province
 ANNEXURE "A"

PARTICULARS OF CLAIM

1. The plaintiff is the INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH

AFRICA UMITED ("!DC"), a corporation established under section 2 of the Industrial

Development Corporation Act 22 of 1940, with its principal place of business at 19

Fredman Drive, Sandown, Johannesburg.

2. The first defendant is OAKBAY RESOURCES AND ENERGY LTD ("ORE"), a

company incorporated in accordance the company laws of the Republic of South Africa

with registration number 2009i021537/07 and its chosen domicilium citandi et

executandi in terms of the Loan Restructuring Agreement referred to below at 144

Katherine Street, Block A, Graystone Ridge Office, Sandton, Johannesburg.

3. The second defendant is OAKBAY INVESTMENTS (PTY) LTD ("OIL") a company

incorporated in accordance with the company laws of the Republic of South Africa with

registration number 2006/017975107 and its chosen domicifium citandi et executandi In

terms of the Loan Restructuring Agreement referred to below at 144 Katherine Street,

Block A, Graystone Ridge Office, Sandton, Johannesburg.

4.

4.1 The third defendant is ACTION INVESTMENTS LIMITED ("Action

Investments"), a company incorporated under the laws of Mauritius with

registration number 091783 and Its chosen domicilium citandi et executandi in

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 terms of the Loan Restructuring Agreement referred to below at 144 Katherine

Street, Block A, Graystone Ridge Office, Sandton, Johannesburg.

4.2 The third defendant has submitted to the jurisdiction of this Honourable Court in

terms of clause 29 of the Loan Agreement referred to below and in terms of

clause 21 of the Loan Restructuring Agreement.

5. The fourth defendant is SHIVA URANIUM LTD (FORMERLY URANIUM ONE AFRICA

l TD) ("Shiva"), a company incorporated in accordance with the company laws of the

Republic of South Africa with registration number 19211006955106 with domici/ium

ci!andi et execulandi in terms of the Loan Restructuring Agreement and 89 Gazelle

Avenue, Corporate Park South, Midrand, Johannesburg and its registered address at 1

Berg Street, Hartebeesfontein, North West Province.

6. The Loan Agreement, the Assignment Agreement and the Loan Restructuring

Agreement were in writing and were concluded in Sandton, Johannesburg, and the

parties lo them were represented by their duly authorised representatives.

Loan Agreement

Execution and terms

7. On or about 11 April 2010, the !DC, ORE, OIL and Action Investments concluded the

Loan Agreement (the "Loan Agreement"). A copy of the Loan Agreement is attached

hereto marked "POC1".

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8. The material express, alternatively tacit terms of the Loan Agreement relevant to this

action were as follows:

8.1 It was recorded that:

8.1.1 OIL had concluded an agreement to give effect to the acquisition by

ORE (as Oil's nominee) of the entire issued share capital of Shiva

and all claims on loan account which Uranium 1 had against Shiva

(clauses 2.1, read with clauses 1.1.2, 1.1. 72, 1 .1 .93 and 1.1.94);

8.1.2 ORE required funding in order to enable it to partially finance tts

acquisition of the shares and loan claims in Shiva and had requested

the IDC to provide it with a loan facility of R250 million for this

purpose (clause 2.2, read with clause 1.1.37);

8.1.3 The rights and obligations of ORE as Borrower under the Finance

Documents (as defined in clause 1.1.40, which included this Loan

Agreement) on the date that the JDC lent and advanced the Borrower

the sum in terms of the R250 million loan facility would be ceded and

delegated to Shiva in accordance with the terms of the Assignment

Agreement (clause 2.6, read with clauses 1.1.6, 1.1.7 and

1.1.37,1.1.50);

8.1.4 In terms of this Assignment Agreement, Shiva would assume all of

the obligations of ORE as Borrower under the Finance Documents

(clause 2.6, read with clauses 1.1.6, 1.1.7, 1.1.37 and 1.1.50);

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8.2 With effect from the date that the IDC lent and advanced sum(s} to the Borrower

in terms of the R250 million loan facility. ORE would become a Guarantor and

an Additional Guarantor of the Borrower's (i.e. Shiva's) obligations under the

Finance Documents, including the Loan Agreement (clauses 2.7 and 14.9);

8.3 Subject to the terms of the Loan Agreement, IDC made available to the

Borrower (ORE up to the Assignment Time and thereafter, Shiva) a Rand

facility in an aggregate amount equal to R250 million, which would be advanced

to the Borrower in accordance with clause 6 (clause 4, read with clauses 1.1.16

and 1.1.38);

8.4 The Borrower was obliged to repay the sums advanced to it in torms of the loan

facility of R250 million {together with all Capitalised Interest) in one lump sum

on the third anniversary of the dale upon which !he IDC lent and advanced the

loan facility of R250 million to the Borrower (clause 9, read with clause 1.1. 75);

8.5 Subject to clause 12, the amounts advanced under the loan facility of R250

million (together with all Capitalised Interest) would bear interest in accordance

with clause 11{clause11.1, read wjth clauses 1.1.27, 1.1.44, 1.1.68, 1.1.81,

1.1.84 and with Annexure A);

8.6 Interest on all amounts due and payable in terms of the Loan Agreement not

paid on due date would bear interest in terms of clause 12 from the date for

such payment to the date of actual payment (clause 12);

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8. 7 Each Guarantor (Le. ORE, OIL and Action Investments), irrevocably and

unconditionally jointly and severally:

8. 7.1 guaranteed to !he /DC the punctual performance by the Borrower of

all the Borrower's obligations under the Finance Documents,

including the Loan Agreement (clause 14.1.1, read with clauses

1.1.41, 1.1.62, and 2.7);

8. 7.2 undertook to the IDC that whenever the Borrower did not pay any

amount when due under or in connection with any Finance

Document, including the Loan Agreement, each Guarantor was

obliged immediately on demand to pay that amount as if it was the

principal obligor (clause 14.1.2, read with clauses 1.1.41, 1.1.62, and

2.7);

8.8 The guarantee by each Guarantor was a continuing guarantee and would

extend to the ultimate balance of sums payable by any Obliger {Le. Shiva, ORE,

OIL and Action Investments) under the Finance Documents, including the Loan

Agreement, regardless of any intermediate payment or discharge in whole or in

part (clause 14.2, read with clauses 1.1.59, 1.1.41, 1.1.4, and 1.1.16);

8.9 On the Sale Closing Date, Oil and ORE were obliged to execute, and were

obliged to procure that Shiva executes the Assignment Agreement (clause 16.2,

read with clause 1.1.73);

 8.1 O The Loan Agreement is governed by and would be construed in accordance

with the laws of the Republic of South Africa (clause 28);

8.11 The parties to the Loan Agreement irrevocably and unconditionally consented

and submitted to the jurisdiction of the South Gauteng High Court,

Johannesburg in regard to all matters arising from the Finance Documents

(clause 29);

8.12 Each Guarantor renounced all benefits of the exceptions of excussion, division,

"no value received", "non numeratae pecunia", "non causa debiti'' and "error

calculi'; the full meaning and effect of which it declared it understood {clause

31);

8.13 The Obligors are jointly and severally liable to pay the !DC all legal costs

incurred by the JDC in consequence of any default or breach of the provisions of

any Finance Document by any Obliger, on the scale as between attorney and

own client, including the costs incurred by the IDC in endeavouring to enforce

its rights prior to the institution of legal proceedings (clause 36.3).

Implementation: payment, Assignment Agreement and breach

9. The parties implemented the Loan Agreement

10. In accordance with clause 7.1, the IDC lent and advanced the sum of R250 million to

ORE on 14 April 2010.

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11. On or about 14 April 2010 ORE, OIL, Action Investments, Shiva and the !DC,

represented by their duly authorised representatives, entered into the written

Assignment Agreement contemplated in clauses 2.7 and 14.9 of the Loan Agreement. A

copy of the Assignment Agreement and a copy of the signature page from the copy of

the Assignment Agreement signed by Shiva are attached hereto marked "POC2, 1" and

"POC2.2".

12. In terms of the Assignment Agreement:

12.1 ORE, in its capacity as Borrower under the Loan Agreement, ceded, delegated

and assigned to Shiva all of its rights and obligations under the Loan Agreement

so that Shiva would be substituted in all respects for ORE with effect from 14

April 2010 as the Borrower under the Loan Agreement {clause 2.1 );

12.2 Shiva accepted the cession, delegation and assignment referred to in clause 2.1

and undertook to be bound by all the terms and conditions of the Loan

Agreement as the Borrower with effect from 14 April 2010 (clause 2.2);

12.3 IDC, by its signature, consented to this cession, delegation and assignment

referred to in clause 2.1 and agreed to the substitution of ORE with Shiva as the

Borrower in terms of the Loan Agreement with effect from 14 April 2010 (clause

24)

13. In breach of their obligations under the Loan Agreement, none of Shiva or the

Guarantors (ORE, OIL or Action Investments) made payment of the R250 million,

together with the interest due thereon in terms of the Loan Agreement, by 14 April 2013.

-7-
14. As a result, Shiva approached the IDC with a reque$l to restructure the Loan

Agreement, which the JDC agreed to do.

loan Restructuring Agreement

Execution and terms

15. On or about 12 June 2014 the IDC, ORE, OIL, Action Investments and Shiva concluded

a written loan Restructuring Agreement Copies of the Loan Restructuring Agreement;

the signature pages of the Loan Restructuring Agreement signed by OIL and Shiva; the

amendment thereto dated 1 July 2014; and a copy of the amendment signed by Shiva

are attached hereto marked "POC3.1", "POC3.2", 'POC3.3", "POC3.4" and "POC3.5".

16. The material express, alternatively implied, further alternatively tacit terms of the Loan

Restructuring Agreement were:

16.1 Shiva was obliged to repay the principal sum of R250 million lent and advanced

to the Borrower under the loan Agreement on the dates and in the amounts set

out in clause 3.1, as amended in the 1 July 2014 amendment (clause 3. 1,

1.1.47 of the Loan Restructuring Agreement and .clause 4 of !he 1 July 2014

amendment);

16.2 Shiva was obliged to repay the "Accrued Return", which was the accrued but

unpaid interest in terms of the Loan Agreement in an amount of R202 million as

at 30 April 2013, as well as interest thereon in accordance with the Loan

-8-
 Restructuring Agreement, within a period of 5 years by 31 May 2018 {clauses

3.3 and 1.1.2);

16.3 In the event that a Trigger Event occurred, which included the listing of Shiva on

any stock exchange, the !DC was obliged to require any outstanding Accrued

Return to be settled by the JDC subscribing for shares in Shiva. Such shares

would be issued to the !DC at a 10% discount on .the listing price (clauses 3.3

and 1.1.61);

16.4 On each Warranty Date, which meant 1 May 2013, .12 June 2014 and each date

prior to the date of the full and final discharge by the Obligors of, inter aiia, all

their obligations under ihe Finance Documents, which included the Loan

Restructuring Agreement, each Ob!!gor (i.e ..each of the defendants),

represented and warranted in respect of itself and in respect of each other

Obligor that:

16.4.1 no part of its businesses has been conducted in a manner which was

corrupt or involved the payment of pay bribe or Improper

consideration or violated any applicable laws (clauses 8.15, 1.1.64,

1.1.56, 1.1.42, 1.1.13, 1.1.29, 1.1.30);

16.5 It was recorded that the !DC entered the Finance Documents, including the

Loan Restructuring Agreement, on the strength of, and in reliance on, the

representations and warrantees set out in clause 8, each of which were deemed

to be a separate warranty and representation and to be a material

representation inducing the IDC to enter into the Finance Documents (clause 8);

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 16.6 Each Obliger undertook and warranted that during the period commencing on

12 June 2014 and ending on date of the full and final discharge by the Obligors

of, inter alia, all their obligations under the Finance Documents, which included

the Loan Restructuring Agreement, it would comply in all respect with all laws

(clause 9. 1.6).

Subscription for shares in ORE

17. In a letter erroneOL1sly dated 2 October 2014 (the correct date most likely being 2

November 2014) Shiva:

17.1 informed the !DC that it "was in the final stages of listing", which would result in a

Trigger event in terms of the Loan Restructuring Agreement;

17.2 confirmed that the listing price was R 10 per share.

18. In a letter dated 5 November 2014 from ORE ta the !DC, ORE:

18. 1 lnfonned the !DC that it (rather than Shiva) intended to list on the JSE;

18.2 Informed the !DC !hat prior to the listing ORE will implement a restructuring,

which would include:

18.2.1 the issue of 18 500 OOO shares to Unlimited Electronics & Computers

(S) pie Ltd ("Unlimited Electronics") for cash;

- 10 -
 18.2.2 the conversion of interest to the value of R256 million owing to the IDC

in terms of the Loan Restructuring Agreement into equity by the issue

of 28 528 647 shares to the JDC on listing based upon R9 per share

(Le.at a 10% discount on the R10 listing price);

18.3 Sought the IDC's irrevocable consent to the matters set out in the letter;

19. In a meeting of the Special Credit Committee of the JDC held on 10 November 2014, the

JDC consented to the matters set out in ORE's letter dated 5 November 2014.

20. This consent was subsequently communicated to ORE.

21. ORE listed on the JSE on 28 November 2014.

22. In exchange for right to payment of the Accrued Return in terms of the Loan

Restructuring Agreement, the JDC was allocated a total of 28 528 647 shares in ORE on

28 November 2014.

Payments

23. In respect of the principal amount of R250 million lent and advanced to Shiva in terms

Loan Agreement, Shiva has paid the IDC the total sum of R212.5 million.

24. The balance of R37.5 million of the principal amount remains due, owing and payable to

the IDC.

Breach

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Oil's receipt of proceeds of Estina's unlawful activities

25. Pursuant to media reports based upon documentation and emails from the Oakbay

Group of companies the IDC learned after 30 June 2017 of the following unlawful

activities by OIL:

25.1 In 2013, the Free State Provincial Government and Estina (Pty) Ltd ("Estina")

concluded an agreement (the "dairy farm agreement") relating to a dairy

farming project outside Vrede (the "projecf') in terms of which:

25. 1. 1 The Free State Provincial Government granted Estina a free 99-

lease to a 4 400 hectare farm outside Vrede in the Free Stale;

25. 1.2 The Free State Provincial Government was obliged to pay Estina

R114 million a year for three years to set up a dairy farming

operation;

25. 1.3 Estina was obliged to set up a dairy farm operation on the farm;

em power the local population and boost provincial agriculture (the

"farming and empowerment services").

25.2 Estina's sole director was an IT salesman with no farming experience.

25.3 Pursuant to the agreement, the Free State Provincial Government paid Estina

the total sum of R114 million during the course of 2013.

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 25.4 From the inception of the agreement between Estina and the Free State

Provincial Government until it was terminated in 2014, Estina did not provide

the farming and empowerment services.

25.5 Instead, Estina transferred R84 milllori it received from the Free State Provincial

Government to a corporate entity called Gateway Ltd ("Gateway)-

25.6 From the sum of R84 million transferred by Estina to Gateway, the sum of

approximately R31 million was transferred to OIL as follows:

25.6.1 On 11 August 2013 and on 5 September 2013 Gateway transferred the

sums of approximately R16 million and approximately R11 million

respectively to Global Corporation Ltd {"Global Corporation");

25.6.2 On 8 September 2013, Global Corporation transferred approximately

R1 .45 million to Fidelity Enterprises Ltd ("Fidelity Enterprises");

25.6.3 On 23 September 2013, Gateway transferred approximately R30

million to Fidelity;

25.6.4 On 23 September 2013, Fidelity transferred approximately R31 million

to OIL

25.7 Gateway, Global Corporation and Fidelity En!erpr(ses are registered in Dubai

and controlled by the Gupta family, the ultimate shareholders of OIL

26. The IDC asserts that these facts are true and correct.

. 13.
 27. Estina committed a fraud an the Free State Provincial Government by:

27.1 Intentionally misrepresenting that it would use the funds received from the Free

State Provincial Government pursuant to the dairy farming agreement to provide

the farming and empowerment services, when rt had no intention of doing so;

27.2 Inducing the Free State Provincial Government, based on the above

misrepresentation, to conclude the dairy farming agreement;

27.3 Failing to use the funds received from the Free State Provincial Government

pursuant ta the dairy farming agreement for the purpose of providing he farming

and empowerment services and, instead, transferring R84 million thereof directly

ta Gateway and indirectly ta other Gupta controlled entities (including OIL).

28. OIL committee! an offence in terms of section 6 of the Prevention of Organised Crime Act

121 of 1998 f'POCA") in that

28.1 Oil's receipt of R31 million of the funds paid by the Free State Provincial

Government ta Estrna in terms of the dairy fanrning agreement constituted the

acquisition, use or possession of property {which are defined in section 1 of

POCA to include money};

28.2 OIL knew or ought reasonably to have known that these funds were, or formed

part of, the proceeds of Estina's abavementioned unlawful activities (which is

defined in section 1 of POCA to mean conduct which constitutes a crime).

29. OIL also committed the common law crime of fraud in that

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 29. 1 At the time of the conclusion of the Loan Restructuring Agreement, OIL

represented to the IDC, inter a/ia. that no part of its business had been

conducted in manner which had violated any laws;

29.2 This representation was false in that OIL had contravened section 6 of POCA;

29.3 OIL knew that this representation was false;

29.4 The fraudulent misrepresentation induced the IDC to enter into the Loan

Restructuring Agreement and thereby prejudiced it from receiving payment of the

sums then due, owing and payable in terms of the Loan Agreement, alternatively

from enforcing its rights under the Loan Agreement.

30. Oil's commission of the offences in terms of section 6 of POCA and the common law

offence offraud was a violation by OIL of any applicable laws in terms of clause 8.15 of

the Loan Restructuring Agreement and was a failure lo comply with all laws in terms of

clause 9. 1.6 of the Loan Restructuring Agreement.

31. As a result, the IDC became entitled to rescind and/or cancel the Loan Restructuring

Agreement.

ORE's manipulation of its share price

32. Shortly prior to the listing of ORE on the JSE, Unlimited Electronics subscribed for and

was allocated 18.5 million shares in ORE at the listing price of R1 O per share (the

"Unlimited Electronics' ORE shares").

-15 -
33. Pursuant to media reports based upon documentation and emails from the Oakbay

Group of companies, the IDC learned after 4 June 2017 of the following unlawful

activities by ORE:

33.1 To the knowledge of ORE, entities in which the Gupta family have a direct or

indirect interest lent and advanced the sum of US$ 1 million to Unlimited

Electronics for the purpose of assisting Unlimited Electronics pay for the

Unlimited Electronics' ORE shares;

33.2 United Electronics used these borrowed funds to subscribe for 18.6 million

shares in ORE;

33.3 In an email dated 27 November 2014, one day prior to the listing of ORE, Ms

Ronica Ragavan (a director of ORE) told a director of Unlimited Electronics to

instruct its brokers to sell 10,000 of the Unlimited Electronics' shares at a price

of R10.05 per share and to sell another 10,000 shares at R10.08 per share

before 5 December 2014;

34. The !DC asserts that these facts are true and correct.

35. Unlimited Electronics sold 20,000 shares on the debut of the listing of ORE, which set

the price per share at R10.08.

36. By acting as set out above, ORE committed an office in terms of section 80{2) of the

Financial Markets Act 19 of 2012 {the "FMA") in that it either for its own account or on

- 16 -
 behalf of another person (Le. Unlimited Electronics and/or OIL, as the majority

shareholder of ORE) knowingly directly or indirectly used or participated in a practice

which had created or is likely to have the effect of creating;

36. 1 A false or deceptive appearance of the demand for, supply of, or trading activity

in connection with the shares in ORE;

36.2 An artificial price for the shares in ORE

37. ORE's commission of the offence in terms of section 80(2) of the FMA is a violation by

ORE of any applicable laws in terms of clause 8. 15 of the Loan Restructuring Agreement

and a failure lo comply with all laws in terms of clause 9. 1.6 of the Loan Restructuring

Agreement.

38. As a result, the IDC became entitled to rescind and/or cancel the Loan Restructuring

Agreement.

Other grounds of cancellation

39. The IDC reserves the right to amplify the grounds upon which lt is entitled to rescind

and/or cancel the Loan Restructuring Agreement in light of information obtained as a

result of its investigations or media reports of violations of applicable laws.

Cancellation

40. On or about 10 November 2017 the IDC rescinded and/or cancelled the Loan

Restructuring Agreement, alternatively hereby rescinds and/or cancels it

- 17 -
41. As a result of the rescission and/or cancellation of the Loan Restructuring Agreement:

41.1 ORE is entitled to return of the 28 526 647 shares in ORE allocated to the JDC

pursuant to clause 3.3 of the Loan Restructuring Agreement. IDC has tendered,

alternatively hereby tenders, the return of these shares to ORE;

41.2 The defendants remain jointly and severally liable under the Loan Agreement to

the IDC for the surn of R287.5 million, which sum is due, owing and payable to

the IDC in terms of the Loan Agreement This sum is calculated as follows:

41.2.1 R37.5 million {R250 million - R212.5 million, being the total amount of

the principal amount that Shiva has paid to the !DC);

plus

41.2.2 R250 million, being the total amount of interest due to the plaintiff in

terms of clauses 11 and 12 of the Loan Agreement.

Defendants' liability to the IDC

42. Shiva (as principal debtor) and ORE, OIL and Action Investments (as Guarantors under

the Loan Agreement) are jointly and severally liable to the IDC for the payment of the

R287.5 million, which sum is due, owing and payable.

43. Despite demand, the defendants have failed and/or refused to pay the IDC the above

sum or any part thereof.

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WHEREFORE the plaintiff prays for judgment as set out below:

A) As against the defendants:

1. Confirmation that the Loan Restructuring Agreement concluded on or about 12

June 2014 has been validly rescinded and/or cancelled; and

BJ As against the defendants jointly and severally, the one(s) paying lhe other to be

absolved as follows:

2. Payment of the sum of R287.5 million;

3. Interest thereon from the date of judgment until payment in full at the default rate

of interest provided for in clause 12 of the Loan Agreement concluded on or

about 11 April 2010;

4. Costs of suit on the scale as between attorney and own client;

5. Further and/or alternative relief.

DATED at CAPE TOWN on this the J_ C\ \It day of NOVEMBER 2017

/L
GEOFF BUDLENDER SC

\'f KARRISHA PILLAY

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 . --?

Plaintiffs attorneys
150 West Street
Sandown
JOHANNESBURG
Tel: 011 231 7600
Fax: 010 596 6176
Email: dmoleoormensafrica.com
jzieff@ensafrica.com

TO: THE REGISTRAR

High Court
JOHANNESBURG

AND TO: OAKBAY RESOURCES AND ENERGY (PTY) l TD

144 Katherine Street
Block A
Graystone Ridge Office
Sandton
Johannesburg

AND TO: OAKBAYINVESTMENTS(PTY)lTD

144 Katherine Street
Block A
Graystone Ridge Office
Sandton
Johannesburg

AND TO: ACTION INVESTMENTS LIMITED

144 Katherine Street

- 20 -
 Block A
Graystone Ridge Office
Sand ton
Johannesburg.

AND TO: SHIVA URANIUM LTD (FORMERLY URANIUM ONE AFRICA I.. TD)
89 Gazelle Avenue
Corporate Park South
Mid rand
Johannesburg

and

1 Berg Street
Hartebeesfontein
North West Province

- 21 -
 .~,
~Jue
"'POC 1

EXECUTION VERSION

LOAN AGREEMENT

bet1.iveen

INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED

a corporation establishod under Section 2 of lhe lnduslrial Development Corporation Ad 19,10
(Ad No. 22 of '1940)

OAl<BAY RESOURCES AND ENERGY (PROPRIETARY) LIMITED

a cornpany itY..JDrporaled under the !avvs of the l'.?.epub\ic of Sou!h Africc11,ivitll registration nun1ber
20091021537107

OAl<BAY INVESTMENTS (PROPRIETARY) LIMITED

a :oompany incorporated under the Jaws of Ille Republic of Soulh Africa wiih regislra!ion number
2006/01797510?

and

ACTION INVESTMENTS LIMITED

a company incorporated under lhe laws of Mauritius with registration number 09'1783

Cal! Lagging: 2135

 1. DEFINITIONS AND INTERPRETATION

i, 1 In this Agr-eernent, unless the context clearly Indicates 2 contrary intenlion, the
fo!!owlng v,,:ords and expressions shall bear the ffieanings assigned to then1 and
cognBte expressions shall bear corrosponding rneanings:

11
1\ccession Undertaking" means a docu1nent substaniia!ly in the forrn set
out in Annexure "C";

1.1.2 "t\cquisi!ion" rr:eans ths acquisition by ORE {as norninee for Oakbay) of [he
UO/\L Shares and tJOAL Clziirns on the iern1s of the Sale Agreement~

1.3 "Action tnvestmenis" me<:Jns Action frr;ostments LimH~d. registration

number 091783. a company duly incorporated in accordance wi\h the laws
of ~,11auritius;

11
'l.14 Add\t1ona! Guarantor': n1eans (a) v;1!\h effect frorn (and lnc!Udlng) the
Assignment Time and lhereafier, ORE, and (b) any olher person which
becomes an J\dditiona! C0uardn!or in accordance i.vHh clause cl4.9.2;

U,G 'Agreement" means this Loan Agree1nent and all Annexurcs lo it;
1

1.1.6 "Assignment Agreement" means the Assignment Agreement to be entered

into between the Lender, ORE, Oakbay, Action lnvesimenls and UOAL on
or about the Drawing Dale, in the form set out In Annexure "B";

U.7 "Assignment Time" means 3:30p.m, on the Drawing Dale;

'L'l.8 "Authorised Signatory'' means any person duly authorised to bind any
Oblfgor under lhe Ffnance Oocuo1ents;

1.1.fJ "AvailabHity Period" means the period commencing on the Effective Date
 .~
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'
o.
3
- -..-.::

and ending on the later of the Terminal Drawing Date and the Exended
Date;

LUO "Available Facility" means an amount in South African Rands equal lo lhe
lesser of:

1.1.10.1 the f8cl!ity /\mounl; and

1.1.10.2 an arriount eriual !o the Total lransaction Value less the Required
Equity Contribulion,

- (
minus the an1ount of !ho Loan rr:adG hereunder;

1.1.11 "BEE Consortium" means the shareholders of !he BEE SPV as at the
Signature tJate, being (vvilh !heir respective shareho!dfng percentages) as
follov.'s:

1.1.11:1 Silver Heron 1-rade 14 (P1oprietary) llrr1iled -2 1 5% (l~vo comma five

percent);

1.1. i'l.2 Zim Holdings (Prop1fota1y) l.irni!ed - 5% (five percent);

1. '1.11.3 Dixie Investments (Propr':etary) Limited 5% (five percent);

U:I 1.4 Kyovert (Proprietary) Limited - 5% (five percent):

1.1.11.5 Mabengela investments (Proprietary) Limited - 45% (forty-five

percent);

'1.1:11.6 MK War Veterans Association - 2,5% (two comma live percent);

1.1.11.7 MK War Veterans Association - Women's group - 2,5% (two comma

&~.
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 4

five percent);

The Dominion Reefs Uranium Mine HOSA Community Trust - 10%

(ten percent);

.U1.8 The Af!ease Wof'!-;;ers 1 rust -- 10/a (ten pt;rcent); 3fld

1.1:11.10 Nlanagement of LJOAL - i 2,5/a {hve!ve cornrna five percent);

1.1, 12 "REF. spvr rneans fslandslte Investments 255 (Proprfe!ary) Lirn_ited,

registration nurnbcr 2007/035324/07, a co!npany duly incorporated in
accordance v1ith !he lav.;s of South J\frica;

1.1:13 "BEE Transaction" n1eans the transaction to be entered tnto bel\iveen

Oakba\', ORE, the flEE Consortium and !he BEE SPV pursuant lo which
fnter aNa shares cornprising 2er1t, {tNenty~six percent) of the enf!re issued

share capital of IJOAL are to be acquired by lhe GEE SPI/ pursuant lo the
BEE Transaction Documents on !he Sale Closing Date;

"REE Trans8ction Documents" n1e<:1ns, cnl/ectlve!y;

U.14.1 the Restructuring Agreement to be entered into between UOAL,

Micawber 3ff! (Proprietary) Ud and !he BEE SPI/ on !he Sale
Closing Date; and

1.1:14.2 the Share Acquisition Agreement lo be entered into between Ille BEE
SPI/ and OHE on the Sale Closing Date;

1.1.15 "BG" means Bowman Gilfillan Inc., the attorneys lo lhe Lender in
connection v1ith the Finance Oocu1nents;

1.1.16 "Borrowe(' means (a) as at the Signature Date and Up ta (bul exclllding lhe

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 ,;;yTh ID C
5 ~
Assignmenl Time), ORE, and (b) wHh effect from (and including) the
Assignment Time and thereafter, UOAL:

11
U.17 8usiness Day 11 rneans any day other than a Saturday, Sunday or statutory
public holiday in !he Republic of South Africa;

1.1:18 "Caplta!ised Interest" n1e.ans the lnterest to be capitalised in accordance

vvith U1c provisions of ctause 1 J .3;

1.1.!9 "Capita! Outstancl!ng;, rneans, at any thne~ the aggregate prfncipa! arnount
outstanding of the Loan;
(

1.1.20 "CDH" means Cliffe Doi<ker Hcfrneyr Inc., !he a!lorneys to Oakbay and
ORE in connectlon \NHh the Ar.quisition;

1.i 21 "Cornpe!Hion /\u!horitles" rneans thH Compet!Uon Commission and, 1ivhere

appropriate, the Competition Tribunal, established under the Cornpelition
Act, 1998;

1.1.22 ncondllions:" n1eans the condilions precedent set out Jn clause 3. 1;

U.23 irconstHuUonal Docurnents' 1 n1eans at i.lny lime, ihe then cLJrrent and up~to
date ccnstltutlonal documents of each Ohligor at such tirne, inciuding,
\Vithout lflnltaUon and v;here applicable, its memorar;durn and arUcles ur
association, n1ernorandum of incorporation and/or certificate of
lncorporaUon;

1.1.24 'CPI' means the consumer price index for all expenditure groups:
Metropolitan and other urban areas (82000=100) as published from time to
lime by Statistics SA in Statistical Release P1041.1 provided that if, after
the Signature Date:
 6

such index shall cease to be published; or

f .1.24,2 either the Lender or lhe Borrower should notify lt\e other on
reasonable grounds that1 due to a change in circumstances, the
Index is no longer representative,

then. in 1ny such r:ircurnstn.nces, the Lender and the Borrower 111f!I use
such other officio! inforrnaUon or index cafcuJating the rate of inflation as
rnay be nvai!ab/e vnd ar;ceptable to then1, or faHing such acceptance vvHllin
3 {three) Business O;;iys of the Lender or lhe Borrovver declaring a dispute
in writing as lo lhe information or index acceptable lo it, then, for the
purposes of the FinJnce- Docurnsnts, an aUernaUve Index shall be
deterrn!nod by a rnajor!ty decision of a panel of 3 {three) independent
chnrte-rcd account::ints of South Africa appointed, at the request of the
Lender or the Borro;.ver, by the Chief Economist of !}le Lender, 1ivhlch
dctennina!ion, and any det2rrnlnation by such panel as lo the date frorn
which any ;illerns\ive index shall lake effect, shall be binding upon the
Parties. The costs of obtaining such determination shall be borne by Ille

U.25 ' Defau!r means ,;in Event of Default or any event or c!rcun1sfances
1

specified in clause 22 (Fver1/s of De[au/I) which would (with the expiry of a

grace period, !he glvlng of notice, U1e mi:1klng of any determination under
the Finance Documenls or any combination nf the foregoing) be en Event
of Defaull;

1.i.26 "Default Rate' sha!I bear the meaning defined in clause 12.1;

1.1.27 "Discharge Date" means the date of the full and final discharge by the
Obligors of all of lhe Secured Obligations;

U.28 "Disposal" means a sale, lease, licence, transfer, loan or other disposal by

d
 a person of ony asset, undertaking or business (whelher by a voluntary or
involuntary singfe transaction or series of lransacl!ons);

1.1.29 "DR" nH:ans Deneys Reitz Inc, the attorneys to Uranium J in conneclfon
with lhe Acquisition;

U.30 "OR Trust Account" means the trust bank account of DR having lhe
fallo\v!ng details:

U.30.I Bank First Nalional Bank;

~ (
1.1.30.2 Branch Thibault Square Branch;

1.1.30.3 Branch Code 202 509;

U.30.4 f\ccount Narne Deneys Reitz Trust Account;

1:1.30.5 Account i'<Jun1ber 51450029794;

1.1.30.6 SWIFT Cede FIRNZAJJ950; and

'i.1.30.7 Reference URA35 (Theuns S!eyn);

1.1.31 ''Drawing Date:r' rneans lhe date ot drawing under the Loan fn tern1s of
clause 7, which shnll be the clnte specified as such in the Utilisation
Request;

U.32 "Effective Date" means the dale which Is the earlier of:

1.1.32.1 the date upon which all of the Conditions have been fulfilled or
waived in accordance witt1 tlie terms of clause 3 and the Lender shall
have delivered a wriHen notice to lhal effect to 08kbay and ORE;

~. ~
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'
 and

'1.1.32.2 the dale on 'vhich the Loan is made u11der this Agreement;

1:l.33 l!Escro1N Accounti/ n1eans an escrov1 Etccount to be jolnlly he~d 2nd

controlled by the Lender and C)a!<bay or ORE which accoun( vviH be opened
Bt a registered bank acceptable to lhe Lender for !he purpnsD of receivfng
p2yrnHnts under the f\1PCILIUC!L Transaction;

1.1.34 "Event uf DefrH!lt" rneans an event of default as set out in c!ause 22.1;

'l.1.35 ''Evidenced -rransacHon Costs" means the Hfransaction Costs idenHfled in

the v-Jritten notfce delivered to the Lender pursuant to clause 3. t 7;

11.36 "Extended Date" shall bear the meaning defined in clause 8.2;

I:1.37 'Facility" means the Rand loan facility of up to R250 OOO COO (Two
Hundred m1d Fif!y Million Rand) granted to the Borrower by the Lender in
fenns of th!s /\greemcnl;

1.L38 "Facility Amount" means the principal sum of R250 OOO OOO [Two Hundred
and Fifty Million Rand);

1.1.39 "Facility Outstandings" means the Loan together wilh all accrued interest
and charges due thereon in accordance. with !he terms of this Agreerncnl
and any fees or other costs or amounts owing to the lender by any Ob!igor
in accordanco with the terms of the Finance Documents, which at any time
and from lirne to lime have no! been prepaid or repaid irrevocably,
uncondilionally and in full;

U.40 "Finance Docutnents\' means:

 9

I. 1.40.1 \his Agreement;

i '1.40.2 the Assignment Agreement;

1.1.403 lhe Security Docurnents;

1.l.40.4 any other agree111ent nr document designated as a Finance

Docurnent by VHitten agreement beli.Nccn the Lander and U1e
Borrov;er;

1.1.41 ''Guarantor" rnt:ans an Original Guarantor or 80 Additional Guarnntor;

1.'i .42 "Indebtedness" shall be construed so as to inclllde any obligation (whether

incurred as principal or surely) for the payrnent or repayment of rnoney,
1Nf1ether present or future, actual or conlingenl;

;'lnltlal !nterast Period" means a period of 3 (three) Months comrnendng on

the Dravving DBte;

'1.1.44 "lniti81 Purties" means Oakbay, ORI:', Action Investments and the Lender;

1.1.45 "Interest Period" means, In relation !o the Loan, each period of 3 (three)
Months commencing, in the case of the flcs! Interest Period, on the
Ora1Jving Da!e or, in the case of each .subsequent lnl~rest Per!odj on the
last day of the preceding Interest Period, provided lhat the last Interest
Period shali end on the Scheduled Repayment Dale;

1:1.46 "Interest Hale" means, in respect of each Interest Period, JIBAR pluB 8%
(eight percent) per annum,

nrnvestiga!ion~' nieans the investfgatlon of each 8orrow1.;ff s business

1
1.1.47
conducted by the Lender pursuant to Oakbay's application for the Loan,
 10

and which shall include, as may be required by the Lender in accordance

wlth Hs poftcies frorn Hrne to Un1e 1 any probity checl< info the dlreclors,
rn2nagemcnt and/or shareholders of each Borro~;er;

"JIB.''IR" means the 3-Month Johannesburg Interbank Agreed Rate which

appeBrs on the Reuters Screen S/\FEY Page Blongslde ihe coplion "YLD~

as of i 1h00 Johannesburg lirne on the first day of each Interest Period, or,
1.Nhere J!BAR cannot be determined on ac_:count of the relevant rate not
8ppearing on the Reuters Screen SAFEY Page, SAR~~J/8/,RReference
Bank::;, or, if fe1.iver than 2 (t.vo) quot8Uons are p1ovided as con!ernp!ated in
the definition of SAR-JIBAR-Refercnce Banks, the JIBAR equivalcmt rate
quoted by one of t-he South African 1najor commercial banks on the first
day of such Interest Period at the request of the Lendor;

1
1.149 tLender1' rneans indus!rla! Development Corporation of South Africa
Llrnited, a corporation estab!ished under Section 2 of !he !ndustrizll
DovGlopment Corporation Act, 1940;

i'Loan'' means, save as olherv1ise provided herein~ the !oan made or to be

made by the Lender to the Borrovier hereundGr frorn t!;e Facmty (together
\Vith of al! Cap!tallsed lnteres!);

1. 1,51 "!v1arkct Disruption Event" has the meaning denned in clause 24~ 1;

1. 1.52 "Material Aclverso Event" means an event or matter which in lhe opinion of
the Lender has or may have a rnate1Jal adverse effect on:

1.1.52,1 the ability of 1he Borrower or any olher Obligor to perform its
obligations under any of the Transac!ion Documents;

1.1.52.2 the validity or enforceability of any of the Transaction Documents or

any rights or remedies ot the Lender under the Transaction

'

r;f ' ;
fltlial

~ , I'll'~ ~
 11

Documents; or

1.523 the business, asscls, condition (ftnanc'.al or otherwise), operations,

prospects of the 8orrov1er and/or any ObHgor;

1.1.53 "J'v1emorandurn of Agreernent" means lhe v;rtt!en agreernent entered inlo

between Oakbay, i~PCIL and UCIL on 16 November 2009;

1.1 54 'rvane" n1eans UOAL's mine l<nown as the Dorninfon Reef;:; UraniuJn ~..1ine,
v1hich 1ninc is sltvalcd on the Properties;

"fvlonth" means a period starting on one day in a calendar rnonth and

enrling on the nutnericzii!y corresponding day in the noxt calendar rnonth,
except !hat:

'l.1.55. 1 (subjed !o 1.1.55.3 below) if !he numerically corresponding day is no!

a Business Oay 1 that period shall end on U--.e nexi Business Day in
that calendar monl11 in which that period is to end if there is one, or if
there: fs not, on the lrnrnedia!el 1,r preceding Gusiness Day;

1.1.55.2 if there is no numerically corresponding day in the calendar inonlh in

which that period Is to end, that period shall end on the lasl Business
Day ln that ca!endar rrionth; and

1.1.55.3 if an Interest Period begins on lhe last Business Day of a calendar

month, that Interest Period shall end on the last Business Day in the
calendar month in which that Interest Period is to end;

1. 1.56 "MPRDI\" means the Minerals and Petroleum Resources Development l\cl,
2002;

1.1.57 "f\JPC!L" means Nuclear Power Corporation of fndla Limited, (corporation

 12

number U40104MH-J987G01149458) a company incorporated in

accordance v;ith the fav;is of lndia;

"MPCllJUGI L Trnnsacllon" mean the transaction contemplated by the

Memorandum of Agreement in terms of which h!PGIL and/or UGIL and/or
ils norninee(s) may (a) acquire up to 26% (twenty-six percent) of the issued
shares Jn "ProjBct Shiva" (as described in the tv!ernorandum of Agreernen!)
and/o; (b) provide loan funding to Oakbay nndlor OF~E;

1.1.59 "ObHgors" rneans the Borrower and the Gu;:;nantors;

1.1.60 "Oakbay" means Oakbay !11vestments (Proprir.:tary) Lirnited, registration

number 2006iot 7975107, a company duly incorporated in accordonco with
the laws of Sou!h Africa;

1. 1.61 "ORE" means Oakbay Resources and Energy (Proprietary) limited.

registration number 20091()21537/07, a company duly incorparnted in
accordance with the laws of South Africa;

i.\.62 "Original Guar2ntors" means Oakb8y 8nd Action fnve~lfnents;

1
1. L63 ' Part1es'! tneans the Lender, !he Borrov1er and thn Gunrantors;

1.1.64 "Properlies" means all immovable properties owned by UOAL including,

without limitation, the immovable properties described in Annexure "E'";

i.1.65 "Purchase Price" means the purchase price payable by ORE lo Uranium 1
under the Sale Agreemenl in respect of the Acquisition, being the sum of
US$41 500 OOO (For1y-one Mi!!fon Five Hundred Thousand United States
Dollars);

1.1.66 "Purchase Price Balance" means that portion of the Purchase Price

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 13

payable by ORE under !ho Sale Agreement not funded by the borrowing
under this Agreement (taking info account the deduction of the fees
payable in tenns of clause 21. 1 frorn lhe Loan on the Drai.v!ng Date);

1.1.67 "Rand Equiv~lent" rneans 1 on any day, the equivalent in South African
Rands of an arnount fn United States Do!lars converted to South African
Rands on that clay al the Spot Ratn of Exchange;

U.68 '\RAT!RR" means the rca! after Tt:ix internal rate of return ca!cu!;::1ted in
accordance with the provisions of An:iexure "1\";

~-\

I 1.69 "Reference Banl<s" 1neans Absci B;ink Lln1ited, FirslHand 8ank Limited,
Nedbank Limited and The Standard ElanK ol Sou!11 Alrica Limited;

i .1.70 ~Relevant ~Aining Rluht" moans a nciiv order ~Jlining Right (Dfl.~E Reference:
228 Mf~) granted on 28 October 2005 and registered in lho Minernl and
Petroleum Titles Registration Office in Pretoria on 23 July 2007, in terms of
section 23(1) of the MPRDA lo UOAL in respect of vmfous farms situated
in the ~.1agisterial District of Klerksdorp 1 also referred to as !he Dominion
Reef Uranium Mine;

1.1.71 "Required Equity Conlribu!ion" means the sums required to be contributed

towards tl1e funding of tl1e Acquisilion by Oakbay applied lowards the
payment of the Transaction Costs and the payment of the Purchase Price
Balance, being an amount of not less than R125 OOO OOO (One Hundrod
and Twenty-five Million Rand);

1.1.72 "Sale /\greement" means the Sale and Purchasa of Equity Agreement
entered into between Uranium i and Oakbay on 30 May 2009, as
amended prior to the Signature Dale by Addendum No. i dated 2 .July
2009, Addendum No. 2 dated 20 August 2009 and Addendum No. 3 dated
25 February 2010;
 1 :l.73 "Sale Cfos!ng D2te" means ihe "Closing Date" as defined fn the Sale
Agreemeni;

'1:1.74 "SAR-J!Br'\R-Reference Banks" rneans in relaUon to the detern1inatlan of

JIBAR, the rate for deposits in South /;frlc-1n RDnd for a period of 3 rvlonths
quoted by the Reference Bonks al approximately 11 hOO Johannesburg
lime on the first day of each Interest Period. The Lender will request lhe
principal Johannesburg office of each of ihe Reference Banks to provide a
quotation of its rates. If al leasi 2 (two) quoialions are provided, the rate
for tt-int period will be ihe ar:t11meUc n1c8n of the quotallons;

1 1.75 "Scheduled Repayment Date" rneans the dale v1hlch fs the 3"1 nnnlversary
of the Advance Date;

i !.76
< "Secured Ouligalions" means all present, future, actual and/or contingent
obligations, liabflilies and debts due or owed by the Obligors (whether
solely or jointly with other persons, and whether as principal or surety)
under any or all of the Finance Documents;

1.1.77 "Security' 1 rneans a mortgage, cession, pledge, Hen or other secudiy

interest securing any obligation of any person or any oiher Egreoment or
arrangement having a similar effect;

"Security Document" means:

1.1.78.1 the document recording the cession and piedge in security by ORE
referred to in clause 3.i.15;

1.1.78.2 the document recording ti)e cession and pledge in security by the
SEE SPV referred to in clause 13.2.9;
 1.1.78,3 the document recording the mortgage bond referred to in clause
17.2. i:I;

1,1,78.4 the docun1e.nt record!ng the ge.neral notarial bond referred to tn

clause 17.2.1.2;

U.78.5 the docu(nent recording the cession or mnrtg8ge bond over lhe
Relevant Mining Right refe/'l'ed to in clause 17.2.2;

I '178,6 the dacu1nen\ recording the ccsslon in securita!ern debili of c!afms

agalns! debtors! c!afrns under insurances and clafrns in respect of
cash balances held at bank accounts relerred to in clause 17.2,3;

-and any other document enlered into by any Obliger crca!ing or exptessed
to create any Securfty over a!! or Bny p2rt of ils ESsets Jn respect of the
ob/igaiions of any uf the Obl;gors under any Df the Finance Documents;

11
U.79 Settlernenl Amounl1( means the "Se!Uernent f\mount'' to be determined in
accordance ;,,vith the formula set out in paragraph 5 of Annexure "A";;

Li.SO 11
Shareholders Agreementn means the shareholders agree1nent referred to
in ciause 16.3;

1.1.8! "Signalurn Date" means lhe date on which this Agreement is last signed by
the Initial Parties;

U.82 "Spot Rate of Exchange" means the spot rate of exchange for the purcliase
of United States Dollars wilh South African Hands quoted by Tile Standard
Bank of South Africa limited cl or about 11 :OOa.m. on a particular day;

1.1.83 "Taxes" means any tax, levy, Impost. duly or other charge or withholding of
a s!rnilar nature (including, wi!houl limitation, any penally or Interest

~~
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;Ji NN\
 16

payable in connection with any failure to pay or delay in paying any of the
same);

1. l.84 aTerm" rneans the period con1n1oncln9 on the Signature IJare and ending
on tho Discharge Dale;

'l.'I .85 j'Term!nal Dra\lltlng Date 1' rneans 30 Scpternber 201 O;

1 1.86 ~Total Transaction Va!ue~ means the aggregate an1ount on the DravJing
Date of (a} the Rafld Equivalent of lhe Purchase Pfice 1 and (b) the
Evidenced Transocllon Costs;

1.1.87 "Transaction CostsH n1eans all fees, costs and expenses, stamp,
registration and other Taxes incurred by Oakbay, ORE or any affiliate of
Oakbay in connection 1;vHh the Acquisition or the Tr<:insaction Docurnents,
lncfuding but not !irnHed to 1 foes and expenses payabfc fo any external
advisors or consulian!s but excluding any fees or expenses charged by
Oakbay and/or ORE and/or any affiliste of, or related party to, Oakbay or
ORE;

1.1.88 "Transnction Docurnents" n1eans:

U.88:1 the Finance IJocurnents;

1.1.88.2 the Sale i\greernent;

1 :1.88.3 !he BEE Transaction Documents;

1 :l.88.4 tile Shareholders Agreement;

1.i.88.5 any other agreement or document designated as a Transaction

Document by written agreement between the lender and the

~
~:~~; ~
_, )/i' (41~.
 17

Borrower;

1.1.89 ''Transnctlnn Security;' means the Security crea!ed or expressed to be

created in favour of the Lender pursuant to the Security Docurnen!s;

11
U.90 Trigger Event" rneans the acquJsitlon of any sh;oires in tile share capital of,
or other equity lnterest (lnc\udlng, 1;v1thout Hm\tation 1 the acqulsHion of such
any equity interest by way of lha acquis!Uon or creation of any claims on
Joan account (vvhcther coupled vdth an acquLsition of shares or not)) in 1
UOAL and/or ORF: or the acqulsltlon of any interest in lhe ~Jiine (inctuding 1
without limitation, by way of a joint venture or partnership) by any party
other than the lender save for (DJ any acquisiilon of shares in UOAL by !he
BEE SPV pursuant to !he BEE Transaction, or (b) any acquisition of shares
in UOAL or ORE by their respective employees pursuant lo any employee
share lncen.Uve scherne approvecl !n \>Vrlllr.g by the lender in advance of
!he implementalicn thereof;

1 11
1.1.9! 'UClL means Uranlurn CorporaUun of Jndk1 Limi!ed, (corporaHon number
806 of 1967), a corporation duly incorporated in accordance with the laws
of India;

i.i.92 "UOAL" means Uranium One Africa Limited, registration number

'19211006955/06, a company duly incorporated in accordance with !he laws
of South Africa;

1.1,93 "UOAL Shares" means the entire issued share capital of UOAL;

"UOAL Claims" means all clalms on loan account which Uranium 1 has
against UOAL cm Um Safe Closing Date;

1.1.85 ntJranlum 11r n1ean Uranium One Incorporated, (corporation number

636424--'I), a corporation duly incorporated in accordance wilh the laws of
 18

Onterio Canada;

1:L96 "tJtilisatlon Request" means a notice substantially in tha form set out in
Annexure "D";

1. 1.97 "VAT" means ihe value added tax loviab!e in terms ot lhe Value Added Tax
Act, '1991; and

1.i 98 ''VVarranty Date" means tile Signature Date, the Effective Date, the
Drawing Date and each dale pl'io1 to the Discharge Date.

1.2 Where any number of days fs stated In this f,green1ent 1 such number stial! be
reckoned exclusively of lhe first and inclusively of the lasl day unless lhe Jasl day
faHs on a day which is not a Business DByf in \iVhich case ihe last day shal! be
fhe next Business Day.

1.3 Words Importing any gender shail hclude any of the other genders, and words
Importing the singular shall include ll1e plural, and the converse shall also apply.

1.4 /\ny reference Jn this /-\greement to any other agreement or document or Finance
Docun1ent ~han be construed as 8 reference to that other agreernent or
document or Finance Document as may hcive been amended, varied or nova!ed
from time to lime.

1.5 Any reference in 111is Agreement lo ieglslalion shall include" reference to that
legisla!ion as may be amended or re-enacted from lime lo time.

1.5 A Default (olher than an Even! of Default) is "continuing" if it has not been
remedied or waived and an Event of Default is "conlinuiog" if it has nol been
waived.

1,7 Clause headings shall in no way affect the interpretation of this Agreement.
 19
toe
1.B The ruie of construc!lon that, in the event of ambiguity, a contract 1nust be
interpreted against lhe Party responsible for drafting if, shall not apply in the
interpretation of lhts Agreen1enL

1.9 Unless inconsistent vvi!h H1e conlc:<t oi" save v;here the contrary is expressly
indicated 1 a roferencG to a "Party" Includes that Party~s suc:cessors-in-title and
pern1ilted assigns.

1.10 All fees and costs payable under this 1\oreement are exclusive of VAT.

2. INTRODUCTION

2..1 Oakbay and Uranhim I have conc!tided the Sa!e Agree;nent ta give effect to the
Acquisition.

2.2 Oakbay has in accordance i.vith the terrns of the Sale Agreeinent nominated
ORE to ocquine the UOAL iii1arss and lhe UOAL Claims from Uranium 1 in
3ccord<:1nce wlih the torrns of the S8/e /\greemenL

2.3 ORE requires funding to unable Jt !o pactinliy finance the ar.qu!sltion by it of lhe
lJOAL Claims from Uranium 1 pursu;mt lo !he Sale Agreement and has
requested the Lender lo provide il with the Facility.

2.4 It is recorded that !he intentlon of tile Lendor ond Oal<bay was for the Loan to be
advanced to UOAL prior to lhe Sale Closing Date !o enable UOl'.L to repay a
portion of the UOAL Claims and achieve a reduction in the purchase
consideration under !he Sale Agreement.

2.5 The advance of the Loan to UOAL prior to the Sale Closing Date was not
acceptablo to Uranium i and according!y the Lender, Oakbay and ORE have
agreed that, subject to lhe fullilrrrenl of al/ relevant conditions to advance of the
loan, the Loan will be advanced io OF<E on the Drawing Dale strictly for tho

~~
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 purpose referred to in clause 2.3.

2$ The oblig3lions of rig ills and ohlig,1tions of Of<E as Borrower under the Finance
Docun1ents to which H is a parly as at the Assignrnent Tin1e 1 \NHI be ceded end
delegcited to UOi\L at the Assignment TJrne in accordance 1;vith fh-o tcrn1s of the
Assignrrient f\greemenl fn order to give effect to the intention of the Lender,
Oakbay <:Jnd ORE referred to in clause 2.4 nnd pursuant to the Assignnient
Agrcernent UOAL 1nlf! .as~.uirie oil of the obligations of ORE as Borro\VGT under
the finance Documents in considera!fon for the discharge of so much o( the
UO.AL Claln1s as ere equivalent to !he- Loan at the Assignrnent Time.

2.7 ifJ!th effect fron1 the Assignrr1ent Tinie ORE r:hn!! becon1e a {3uarantor of the
l3orro1,.ver's obllgations under the Finance Oocurnents;

2.8 Th!s Agreement to records !he fe-rrns. upon vvhich and the condftions subject to
vvhfch the loan is to be made ave;!!.ab!e to !he Borrov1er by the lender.

3, CONDITIONS PRECEDENT

3.1 The Lender will only be obliged to comply with clause l if on or before the
0(aWlng Date the follo'iJinu condiliu:-1s precedent have hccn satisfied, flflrnely:

3, 1:1 there shall have been furnished to lhc Lender all such docume'.lts as may
be required by the Lender in rnlalion to compliance by each Obligor with
the Financial Intelligence Centre Acl, 2001, as amended;

lhal each Obligor shall have provided lhe lender wllh resolutions of their
respective boards of directors authorising conclusion of the Transaclion
Documents to which !hey are party;

3.1.3 there shall have roviried lo the Lender copies of Hie Constitutional
Documents of each Obliger, !he terms of which shall be lo the satisfaction
of the lender;
 21

3:1.4 lha! Oakbay shall have furnished the Lender with evidence, in form and
5ubstance acceptable to the Lender, that ORE has been duly non1inated as
the purchaser of lhe UOAL Shares w1d the UOAL Claims in accordance
1NHh the tenns of the Saie J\greement;

3.1.S that Oa!<bay shaB have furnished the Lender with evidence, in form and
substance acceptable lo the Lender, that the Purchase Price Balance has
been deposited into the DR Trust Account;

3.1.6 that Oakbay sha!I have furnished tho Lender vvith either a v1dUen notict0
fr<Jm Uranium 1. or a duly executed vvdtten amendment to the Sak:;
Agreernent 1 pursuant \o \Nhich Urantu1n i agrees inter alia lhat deposit of
the Purchase Price Balance and the Loan in South /\fn'can Rands into the
DR Trust /\ccounl will discharge In Full ORE's obligation to pay the
Purchase Pdce under the Sale r\greement in fu!! and that upon such
payment into the DR Trust Account, DR shali be authorised, and
instructed, to de!lver the ncJosing Documents'1 (as defined in the Sale
/',green1ent) to Cll!--1 by no later than 3:00p.m. on the Sale Closing Datej

3,i.7 that Oakbay sllall hove furnished to tile Lender a Certir.cate (signed by a
director of Oakbay} s0Hing out the Transaction Costs incurred, confirmation
that such Transaction Costs have been incurred by Oakbay, ORE or an
affiliate of Oakbay (in which case the names of such affiliate shall also be
disclosed in such Ceriificste) the names of the parties to whom such
Transaction Costs are payable acd evidence that such Transaction Costs
!lave been actually paid by Oakbay, ORE or an affiliate of Oai(bay, which
Tmnsaclinn Costs when aggregated with the Purchase Price Balance shall
not be less than !he Required Equity Contribulion;

3.1.B lhat Oakbay shall have delivered to the Lender a written canfirrnalion, in
the form and substance acceptable to the Lender, lhal all conditions
 22

pn~cedent under the Sale Agreement have been fulfilied or \<-Valved and
such agreernent has becoine unconditional in accordnnce vvHh \ls own
terms; provided that nellher Oakbay nor ORE shall have \f./aived any such
condition precedent '.iVlthout the prior \VriUen c:onsent of the Lender having
been obtained;

3.1.9 the REE -rransac!!on Docurnents are ln a forn1 :.:i.nd fn substance-

acceptable to the Lender;

3.1.10 that Oakbay shall have de!lvered to tho Lender evidence, in the forn1 and
substance acceptah!c to the Lender, that tho BEE l~ransactfon Docun1t:nt.s-
have- been duly executed by !he pa1i!es thereto, save for UOf\L 1Nhich sh3iJ
enter inia the BEE Transaclion Oocun1ents in accordance vvlth clause
13.2.5, 80d that all conditions precedent under the BEE Transaction
Oocun1ents have teen fulrnled or waived and thal fhe BEE Transaction
Documents hove becorne unconditional ln accordance \ivith their lern1s;
provided that neither Oakbay nor ORE shall have waived any such
condiUon precedent vvlthout !he prior vvr!Hen consenl 0-f the Lender having
been obtained;

!hat Oakboy shall have furnished !he Lendor with a certified copy of the:

approval of the Competition Authorilies (as denned in the Sale

Agreemenl) approving lhe Acqulsilion;

3.1.'l 'l.2 approval of lhe Minlsler of Minerals and Energy of lhe change of
control of UOAL that will occur as a consequence of lhe Acquisition;
and

3.1.11.3 approval of the Exchange Control Deparlrnent of the South African

Reserve Bank approving the Acquisition,
 ?3

the terms of which shall be to !he Lenders sa!isfaction; provided that if lhe
relevant aulhorlty granted its approval subject to certain condHions !his
Condition shall only be fulfilled if UOAL, Uranium 1, Oa'<bay and/or ORE,
as appEcab!e, have cornplled or have undert::ik.en to comply \1th such
condHions to the relevant authority's salisfacllon;

3.1.12 that Oakbay shall have furnis!1ed the Lender with a certified copy of a
written notification by Oakbay, or CDH on behalf of Oakbay, to the
CompeU!lon Cornrn!sslon advising the Competition Corninisslon that the
UOAL ShDres and the UOAL Claims will be acquired by ORE and not by
( is!andsite lnvestrnents 254 {Proprietary) Limited as originally noUfied by the
Cornpetitlon Corrun!ssian and 1 to the exlont that sarnc has been lssued by
the Cornpeli!ior. Commission, a copy of a written acknowledgmont of such
\NriHen noHfica!!on by the Con1petlllon Commission confirming !hat the
Con1pstHion Commission has no objection to the acquisitlon of the UO/\L
Shares and lho UOAL Claims by ORE; provided that Oakbay shall use its
reasonable cumtnercia! endeavours, both prior to and after the Effective
Daie 1 to p."ocure that- the Competition Corntniss!on furnishes such v-.iritten
acknovv!c.dgement;

3.1.13 !hat Oahbay shall have delivered to !he Lender proof, in form and
substance re~sonable !o !he Lender, lhal the Relevant Mining Righi is a
new order right as con!emplaled by the MPROA;

3.1:14 lhal Oakbay shall have dellvered to the Lender a certillod copy of an
!rrevocab!e vvritten fnstrucUon, In form and substance acceptablo to the
Lender, with proof of delivery thereof, by Oakbay and/or ORE to NPCIL
and UCIL Jnslructing NPCIL and UC!l to pay any amounts payable by
NF'CIL and UCIL to Oakbay and/or ORE under the MPCIUUCIL
Transaction directly Into !he Escrow Account;

3.1.15 as security for ihe obligations of ORE (whether as Borrower or Guarantor)

 :jp) JDC
under the Finance Documenls, that ORE shall have executed in favour of
lhe Lender a cession and pledge of the IJOAL Shares and the UOAL
Claims, in a fonn and in substance satisfactory lo the Lender;

3. 1.16 that Oakbay shall have furnished the Lender with a Certificate signed by a
director of Oakbay certiP;fng that al! g:JVernrnenta! and rBgulaiory approvals
and consents required by any Obligor for the implementation of the
transacUcns conternp!ated by the Transnction Docurnents have been
ob!GL1c;d; and

3.i .i7 tl1a! !he Borrovver shall have furnished. the Lender v;ith CJ Ceiiiricate by an
Authorised Signatory of Oakbay conflrrning no OefauU ls continuing as at
the Signature Date or \NlH be contlnu!ng on the Effective Date and th3t each
of the v,.rarrantles and representations set out in each Finance Docurnenl
are true and correct in a!I material respects as at the Signature Oate and
\Vi!! be true and correct in all materk1! respects as at the Effectfve r>ate,

For the purposes of this clause 3:1 (othor than cfauses 3.1.1 and 3."i.3)
references to ti1e Ob/igors shall exclude UOAL.

3.2 The Lender shall not be obliged lo make the Loan under !his Agreement if on the
proposed Drawing Dale of the Loan:

3.2.1 any llefar1ll has occurred and is continuing;

3.2.2 any of !he warranties and representations given in any Finance Document
by any Obligor is not true in all material respects on such date; or

3.2.3 any Mar](et Disruption Event has occurred and is continuing.

3.3 The Conditions are stipulated for the benefit of the Lender, who mny by written
notice to the Borrower, waive the fulfilment of any of any Condition. Any waiver
 25
~)!DC
--~~

or deferral of a Condition shall not prejudice the right of lhe Lender to require
subsequent futftlrnent of that Condition.

3A Oakbny Bnd ORE sh;;ll use their best endeavours lo procure ihe fulmment of the
Conditions.

3.G !f, in the erroneous belief thnt 8f!Y of the Conditions have been fu!fl!!ed or waived 1

and nolvvithstanding lhat the Lender may have deli 11ered a \VriUen notice to
Oakb8y and ORE confirming the fulli!ment of such Condilion, the Lender
advance!:; any arn-ount lo the Borrower uncler this l\greernent
("erroneous amount") i'lnd if it subsequently transpires th~1l any one or rnoro of
such Condilions have io fac! not been fu!flHed or 1,,vaived then:

3.5.1 ihe terrns and conditions or the finance Docurnents shall app1\l in respect
of the erroneous arnoun!, notwilhstan-dlng that U1e Conditions, or any one
of them, have not been fu!fl!!ed er waived; and

3.5.2 the; Lender shall be enlitled, witl1in 20 (lwenty) Business Days of becoming
aware !hereof, to re~uire lhat lhe erroneous mnount (including any interest
thet has f.lccrued thereon) be repaid by the l3orrov1er to the Lencler on
20 (twenty) Business Days written notice, unless the Obligors can cause
such Conditions fo be fulfilled within such period to lhe saUsfaclion of !he
Lender.
(

3.6 If tile Effective Date has nol occurred on or before tho Terminal Drawing Date or
the Extended Date, as the case may be, or such later dale as agreed lo in writing
between the Lender and !he Borrower on or before the Terminal Drawing Date or
the Extended Date, as the case may be, !hen this Agreement, save for the
provisions of clauses 28, 29, 30, 32, 35, 36 and 37 shall remain in force and
effect, shall terminate.
 26

4. THE FACILITY

Subject to the terrns and conditions of this Agreernent, the Lender makes avail2blo to
the 8orroi.ver a Rand fncHlty in an aggregale an1ount eqU;:'1! to the Facl\Hy Amount
which sliall be advanced to the Borrower by tho Lender in accordance with tile
provisions of clause 6.

5. PURPOSE

ORE (as the initial Borrower) shall only usa the loan for !he purpose cf parlially
financing the acquisition by it of the UOAL C!airns front Uran!UiTI 1 pursuant to the Sale
Agreement and for no other purpose. For the avoidance of doubt no 2rnour.t of the
Loan sha!I be used for paying any portion of the Purchase Price attributable lo the
UOAL Shares under the Sale Agreement Failure by lhe Borrov10r to use the Loan for
the purpose referred to in this clause 5 shall constitute a material breach of this
r\greernenL

6. lJTl!.ISA1.ION OF THE FACILITY

6. 1 Subject lo clause 3, the Borro ..ver rnay utilise the Facirity during the Avai!abi!ity
Period by delivering to the Lender in respect of the Loan, a duly completed
Utilisation Request.

6.2 The Utrnsation Request is irrevocable and vvrn not be regarded as having been
duly completed unless;

6.2.1 it is delivered to the Lender not less than 1 (one) Business Day prior lo the
proposed Drawlng Dale;

6.2.2 lhe proposed Drawing Dale specified in !he Utilisation Request shall be the
Sale Closing Date;
 27

G.2.3 Hie proposed Drawing Date is a Business Day within the Availability
Period;

6.2.'I lhe currency of the proposed Loan must be Rand; and

5,2.5 the arnount of the proposed Loan shzdl not be !ess 1 nor rnore !han an
amount equal to !he Available Facility.

B.3 Only one UtWsat1on Request n1ay be d;;Jivered, and onry one Loan may be
requested, by lhe Borroi.ver under the Facit!ty during 1he .A.v~ili1/Jllity Period.

6-.4 The Borro;,.ver ackno\;vledges and agrees lhat:

6.4.! the Lender shall not be obliged !o rnake any paynv.::nt pursuant to any
utilisation Request unless and until lhe Florrower shall have complied
slrictly with the requirements fn respect thereof as si;t out in this clause 6;
and

6.4.2 any Utiflsation Request signed by 811 Authorised Slgnatory on behalf of the
Borrower shall be deemed to be a vaiid Utilisation Requcd issued by lhB
Borrcvver and the Loan n1ade purSuant to such LHilis:ation Request to lhe
Borrower shal! constitute a valid Loan to the Borro1Ner zind consiltute part
of !he Facilily Oulstandings (notwithstanding that !he Loan or any part
thereof is paid to the DR Trust Account or direcliy to Uranium 1 or persons
designated by Uranium 1).

7. LOAN

7. 1 Upon receipt of a valid Ulilisation Request from the Borrower, which complies
with tho requirements of this Agreement, !he Lender shall lend and advance the
Loan to the Borrower, which hereby agrees to borrow the Loan, on the Drawing

~~
Dale.

~1'/.
 28

l.2 The Loan shall be advanced by the Lender to the Borrov1er on the Drawing Date
by paymen! of the amount of the Loan inlo lhe OR Trust f\ccount.

8. TERMINAL DR/\WJNG DATE

8. The.Lender shall not be obliged to advance any porUon of the Available Facility
rernaining undravvn at the close of business on the !dst day of the Availability
Period.

- I
' 8.2 Should the Lender agree, al the V!frit\en request of the 8orrov1erf lo ho!d any
undrawn portion of !he /\vailable Facility available lo be borrowed by !he
Borrocver after lhe Terminal Drawing Date, a holding fee of 1% (one percent) per
annum will be due on such undrawn portion of the Available Facility, payable in
advance and calculated frorn (and including) the Tennfna! Llravving Date untll
(and including} the final date (the "Extended 0Ble") egreed lo by the Lender on
which the Borrower rnay borro\V such undravvn portion of lhe Avallable Facllity.

8. REPAYMENT

Subject to clause 10, the Loan shall be repaid in 1 (one) lump surn repayment on !he
emlier of (a) the Scheduled Repayment Date or (b) the occurrence of a Trigger Event;
provided thal on the former date lhe Borrower shall be obliged lo repay lhe Loan
regardless of whether the Trigger Event hos occurred or noL

10. VOLUNTARY PREPAYMENT

10.1 At any time prior to the Scheduled Repayment Dale and for as long as no
Default is continuing, the Borrower may by giving to the Lender no! Jess than 5
{five) Business Days' prior written notice to !hat effect, prepay the whole or a
portion of the Capital Outstanding (the "Voluntary Prepayment Amount"), subject
 29
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.
,
.

by paying lo lhe Lender the aggregate of:

tt1e Voluntary Prepayment Amount and

10.1.2 accrued but unpaid interest (including capitalised interest) on the Voluntary
Prepayment Amount calcula!ed up lo end including lhe elate of
prepayrnei 1t.

10.2 Any proposed voluntary prepayn1ent hereunder shall be conditional upon ancJ
subject to con1plfance by the Borro\ver Vitith the fo!!o1Ning conditions and
provislons~

10.2.1 such prepayment sl1a!I be made in a minimum aggregate amount of

R?.5 OOO OOO (Tv;enly-five tAill\on Rand) {or, lf the Capital Outstanding Is
less than R25 OOO OOO (Twenlyf!Ve Million Rand), tile Capital Outstanding}
and in integral mul!iplcs of R'I OOO ODO (One Million R8nd);

10.2.2 any notice of prepayment pursuant to clause JU, i shaH:

'I0.2.2.1 be irrevocable;

10.2.2.2 specify a dale (!he "Voluntary Prepayment Daie") upon which such
prepayment is lo be made;

10.2.2.3 specify the Voluntary Prepayment Amount that the Borrower intends
lo prepay; and

'I0.2.2.4 oblige the Borrower to make sucll prepayment on the Voluntarf

Prepayment Dale.

10.3 The Borrower shall not be entitled to reborrow any part of 1110 Facility
Outstandings which has been prepaid in terms of lhis clause 10.
 30

11. INTEREST

11. l The Loan shall bear interest at the Interest Rale whiGh ~11all accrue on a day to
day basis over the Terrn comrnencing on !he Dra1,.ving Date and shall be
calculated on the aciu81 number of chiys elapsed t.1nd on !he basis of a 365 (three
hundred and sixty five) dBy year irrespec!lve of whether or not the applicable
vear is a leap year, reckoned inclusive of the first nnd excluslve of the last day of
each Interest Period,

1 1.2 If a Trigger Event does not occur or only occurs nf1er the expiry of the Initial
Interest Period, then, in addition lo !he interest accrued and payable by the
Borrower under this Agreement, U1e Borrower sl1all pay to the Lender on the
sarne day as the Loan fs due to bi;! repafd in accordance vv:th clause 9 or clause
22.2, as the case may be, the SeUlernent Arnounl as an addHlonaf arnount of
Interest payable by lhe Borrower lo !he Lender. The purpose o' the payment of
the Set!lement Amount by the Borrower is to ensure that the Loan bears interest
at such rate of interest that yields a 10')(, (ten percent) RATIRR fo the Lender in
respect or !he period commencing on lhe Draw:n Date and ending on lhe date
on wh1c~ the Loan is repald In ful!.

I 1.3 All interest accrued on the LMn shall be capit8Jised from tile Drawing Date on
the last day of each Interest Period during the Term unUI the Discharge Dale.

1H The Capitalised lnleresl and the Settlement Amount "11'111 be repaid in 1 (one}
lump sum payment on the same day as lhe Loan )s due to be repaid in
accorc18ncc with clause g or clause 22.2, as the case may be.

i2 DEFAULT INTEREST

12. 1 All amounts due and payable In terms of this Agreement not paid by the due dale
on which payment is due, shall bear interest as from ttie due date of payment
thereat until lho dale of actual payment at the Interest Hale pfus 5% (fJvo

#b- n
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2'tJ/, t~lV\ [t-

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31

perc:ent) per annum (the "Default Rate"). Such interest shall be calculated on a
daily b::1sis fron1 the due dctle of each such overdue an1ount to dale of payment
thereof and sha!I be cornpounded monthly ln arrears and shall be pald by the
relevant Ob!igor on den1ancL

12.2 Without prejudice lo lhs enlHlement of the I.ender lo be paid such amount of
interest under this J\.g:eeman! as yields a 10% (ten percent) RATIRR to the
Lender in accordance vvHh c/au5e i 1,2 and v1ithout preJudfce to any of the
Lender's other rights uncinr the Finance Documents, at any time vvhlle a Default
is con\inuing the required RATIRR sha!I be increcised !o 12%, (t\velve) percent

'!3. CLOSING PROCEDURES

i31 By no later than 3:00p.m. on llre Drawing Oat& representatives of BG, CDH, the
Lender1 Oakbay, ORE and the BEE SPV shCTlt meet at the offices of CDH at 'I
Protea Place, Sandton (!ho "C!osing fv1ee!in~;'1),

13,2 At lhe Closing Meeting Oakbay and ORE shaH procure Ihat:

'{ 302:1 ORt: fs entered tn the n1ernbers register of UOAL as the: soh:i shareholder
ofUOAL;

13.2.2 a director or directors (not rnore than 2 (two)) ls appointed to the board of
directors of UOl\L in place of the directors appointed by Uranium 1 who
have resigned pursuant to the terms of the Sale Agreement;

13.2.3 sucl1 director or directors pass a resolution, in form ''d substance

satisfactory to the Lender, autl1orising the conclusion ot the Finance
Documents to which lt fs expressed to be a party;

13.2.4 UOl\L executes the Assignmen! Agreement in accordance with clause

16.2, the Security Document referred to in clauses U.2:1 and the powers
of attorney necessary to give effect to the Transaclion Securit]Lrnferred to
c)
 32

in clauses 1l.2.1.1, 17.2.1.2and17.2.2;

'13.2.5 the BEE Transact!on fs execut0d and lrnp!ementeU and that lhe shares in
lho share capital of UOAL to be acquired by the 13EE SPV pursuant to the
imp!emenfaiion of the BEE Transaction are transferred to the BEE SPV by
ORE such that after such !ransfec the BEE SP\J is ihe holder of 26o/.1
{tv:enty-six percent) of the entire issued share capital of LJOAL;

13.2.6 nev.r share certificates are issued reflecting CJF\E as tho holder of 74/o
(seventyfour percent) of the erlire issued share copital of UOAL (the
"ORE Shares") and the BEE SPV as the holder of 26% (twenty-six percent)
of !he entire issued tib:Jn:; capital of UOAL (the "BEE Shares"L ancl such
certificates are signed by such director or directors of UOAL;

ORE delivers la !he Lendcir the share certificates in respscl of the ORE
Shares referred to in ctnuse 13,2.6 (;:lnd s11~ire transfer forms in res:prJct of
the ORE Silares mpresentod by such share certificates duly signed by
ORE as transferor and blank as to transferee;

!3,2JJ the BEE SPV executes <Jnd de!ivels lo the Lender an Accession
Undertaking pursuant to 1.r1hich the BEE SPV Bgrees to becornn un
Additional Guarantor;

i3.2.9 the BEE SPV cxeculos a cession and plr;dge in security of the BEE
Shares, and any claims acquired by the BEE SPV in UOf\L, in favour of the
1
Lender in the form set out tn Annaxure 'F" as securHy for its obligations
under the Finance Documents;

132."IO llie BEE SPV delivers lo lhe Lender lhe share cmtificales in respecl of !he
BEE Shares referred to In clause 13.2,6 and share tranGfer forms In
respect of the BEE Shares represented by such share certificates duly
signed by the BEE SPV as transferor and blank as to transferee; and
 33

13.2.11 the BEE SPV delivers to lhe Lender a certified copy of a resolution of its
board of directors authorising !he conc!usi6n of the Finance Docun1en!s to
1.>vhlcf1 ll is expressed lo be a party.

14. GUARANTEE AMD INDEMNITY

-f4. 1 Guarnntcn and lndernnlty

Each Guarantor irrevoc~1b!y and unconcl!tionany jointly and severally:

guarantees: to the lender punctual perfo:nuJnce by !he 8orroi.ver of all the

Borrovver's obligations under the Finance Documents;

undertakes wHh the Lender !hat vvhenever lhe Borrower does not pay any
amount 1Nhen due under or ln connecUon v.dth any rinance Document, that
Guarantor shall irnmedfote!y on demand pay that amount as If It \i'lfls the
principal obiigor; and

14.1.3 agrees \vlth the Lender that H ~~ny ob!ig8tion guaranteed by it is or bacornes
unenforceable, invalid or i!lega;, it v;lll, a:s an independent and prirnary
obligation, indemnify !he Lender immediately on demand against any cost,
loss or liability it incurs as a result of !he Sorrower not paying any amount
which would, but for such unenforceobi!ity, invalidity or illegality, have been
payable by it under any Finaoce Document on the date when ii would have
been due. The amounl payable by a Guarantor under this indemnity will
not exceed the amount it would have had to pay under this clause 14 if the
amount claimed had bean recovemble on the basis of a guarantee.

14.2 Continuing guarantee

r:::: "'
This guarantee is a continuing guarantee and will extend to the ultimate balance

"' """""" "" ""' ""'"' ""'' .. "'""'~ ""~"""

~~
 34
~/[JC
any intennedlate payment or discharge- in vvhole or in part.

i4,3 RcinstJtcment

H any dJ'sch0rgc, release or afT~1n92rnenf (i,vhether in respect of U1e obHga!ions of

any Ob!lgor or any security for tho.:;e obHgat1ons or othcnNisc) ls made bj1 the
Lender fn 1..vho!e or in part on the bas!s of any payment, security or olher
disposition \-Vh!cll fs avoided or 111ust be restored in insolvency, Hquidatlon,
admlnistration or othen,vise, \VHhout flrnHation, then th8 !!ability of each Guarantor
under t!lis clause '14 vvi!! con!lnl.Je or be reinstated ns if the discharge, release or
arrangernent had not occurred.

14,.t:l VVaiver of defences

The obligations of e8ch Guorantor under this clause 14 \'Jill not be nffected by an
act, oinission, maUer or lh!ng vvhich 1 but for this Clause, \VOuld reduce, re!ea.se or
prejudice eny of its obligaiions under !his clause 14 (without limitation and
Nbether or not knovvn lo it or the lender) includfng;
1

sny tirne, waiver or consent granted to, or con1os!tion ~vl!!l, any Obligor or
other person;

'14.4.2 lhe release of any other Obligor or any other person under the torms of any
composition or arrangen1ent iHh any creditor of any ObHgor;

14,4.3 the faking, variatlon 1 compromise, exchange, rene\rval or release of, or

refusal or neglect lo perfect, take up or enforce, any r1ghts against, or
securHy over assets Of, any Obligor or aU1er person or any non-
presenlalion or non-observance of any formality or other requirement in
respect of any inslrumont or any failure to realise !he full value of any
security;
 35

14.4.4 any Incapacity or lack of pav1er. autho(ity or legal persona!Hy of or

<lissollltian or chc:inge !n the n1en1bers or status of an Obllgor or any other
person;

14.4.5 any o:rnendrnent1 novaHon, supplement, exlension, restaternent (ho1Never

fundamental and v1hether or not more onerous) or replaccrnent of any
Finance Document or any other docurnent or security includfr19 without
lirnilation any change ln the purpose of, ~n)I extension of or any increase In
any fac1Hty o~ the addition of any nev'l facility under any Finance Document
or other docu1r:ent or security;

14.4.G any unenforceabi!ity, i!lega\lfy or fnvalfdHy of any obJ!gation of any person

U{lder any Fin2nce Docurne-nt or any other docurnent or security; or

Rny Insolvency or slrr1H2r proceedings.

-14_5 lnnnediate recourse

Each Guarantor vvaives any right it rnay have of first re'qulrlng the Lender (or any
person on its behalf} to proceed against or enforce any other rights or seGurlty or
c!airn pa;/rrient from any person before claitning from thr:it Guarantor under this
cJ2use 14. Thls wa1Vt'3f applies Irrespective of any la N or any provision of a
1

Finance Document to ihe contra1y.

,__ _
14.6 Appropriations

Until all amounts which may be or become payable by the Ob!igors Lrnder or in
conneclion with the Finance Documents have been irrevocably paid in !ull, the
Lender (or any person on its behalf) may:

14.6.1 refrain from applying or enforcing any olher moneys, security or rights held
or received by the lender (or any person on its behalf) in respec:Y Ihose
 36

arnounts 1 or apply and enforce the same in such rnenner and order as it
sees fit (v;hether against those arnounts or atherNise) and no Guarantor
shal! be entitled to fhe benefit of the S8ffHO?; and

14.6.2 hold in nn 1nterest~be3rlng suspense account any rnoneys received frorn

any Guaranlor or on account of any Guarantor's li:::iblllly under lhis clause
14,

11.7 Deferral of Guarantors' rights

Until af! nmoun!s which rnay be er becon1e payable by lhe Ob!igors under or fn
connection vvilh the Finance Docurnents have bean irre 1;ocably paid in full and
unle:;s the Lender othef'INiso directs, nu Guarantor vvl!! exercisa any rights vvhtch
it may have by reason of performanc.o by it of iis obHga!ions under the Finance
Docun1ents or by reason of any amount being pa:yabfr,; 1 or liability arising, under
thb clause 14:

to be indemnified by an Obligor;

147,2 to claim any contribution from any other guar.antor of any ObHgor1s
obligations under tile Finance Documents;

14,7,3 lo take the benefit (in whole or in pClrt and whell1er by way of subrogation
or otherwise) of any rights of !he Lender under !he Finance Documents or
of any other guarantee or security taken pursuant lo, or in connec!ion with.
the Finance Documents by the Lender;

14JA to bring legal or other proceedings for an order requiring any Obligor to
rnake any payment, or perform any obligation, ln respect of which any
Guarantor has given a guarantee, undertaking or indemnity under clause
14, 1;

initial

1')\d\.
 37

14.7.5 lo exercise any right of set-off 2gainst any Ob!igar; andior

lo c!airn or prove as D creditor of 2ny Oblfgoc In competition v1iti1 the

Lender,

!f a Guan:lntor receives any benefit 1 payn1ent or dlslributlon In relation to such

rights it shall hold that Llenefit, payment or distribution to the extent necsssary to
enable all amounts which may be or becorne payi?lb!e ta the Lender by the
Obllgors under or in connection v;ith the Finance !Jocuments to be repaid in full
on l! ust for the Lender and shall prornptly pay or transfer the same to the Lender
for application in accordance i,vlth clause 30,

Additional security

This guarantee is In addition to and is not in 2ny vvay prejudiced by any other
guarantee or security no\.'.r or subsequenlly held by lhe Lender.

14.9 Additional Guarantors

Wlth effect from the Asslgnment Titner ORE shall become an Add!tiona!
Guarantor for the purposes of the Finance Docunients.

14.9.2 The Lender may require on written notice lo lhe Llorrower that any of the
wholly-owned subsidiaries of UOAL become an Additional Guarantor after
the Assignment Time. If the Lender makes such a request, the Borrower
shall procure that such wholly-owned subsidiary becomes a Party lo this
Agreement as an Additional Guarantor by defivertng a duly completed
Accession Undertaking to the Lender within 14 (fourteen) days of receipt
by the Borrower of such written request from the Lender.
 38

15. REPRESENTATIONS AND WARRANTIES

On each VVarranty Date, each f}b!lgor represents. and v.;orranis lo the Lender in
respect of themselves and if1 respect of each other Ob!igor that

15. i o!her than in the case of Action lnveslments, His a !irnited HabHity company duly
incorporated and validly existing undar lhe Ja\Vs of Sou!h Africa and, in the cnse
of /\ction lnvestrnents, il Is a limfted liability con1pany duly Incorporated and
vaHdiy cxisHng under the !n..vs of l\,~audtius;

15.2 ii has the power and capacity to ovvn fts assets and carry on Hs busfnoss as it is
currenUy belng conducted;

15.3 !he obltgaUons expressed to be assuined by 1t in the -rransacti-on Docurnenls fo

1;vhtch it is a party an:: legal, val!d 1 binding and onforeeable oblfg;;itions;

15<4 it has th.e power and aulhorl\y to enter Jnto \:1nd perforrn, and have ltiken a!I
necessary action lo authorisG their entry into, and pcrforrnancei Jn terms of lhe
rransactlon Documents;

15.5 the entry lnlo of, the exercise by lt of ils rights and the performance by lt of ils
obligations undei th1~ transactions canternpfated by the Transaction Documents
lo which it b a party does not and will nol:

15.fJ.1 violate or confiict willl any nppiicable law;

15.52 violate or conflict with its Constitulional Documents;

15.5.3 violate or confiicl Wi!h the Transaction Documents, any agreement,

mortgage Of notarial bond Of instrument or treaty [O Which any Of them is a
party or Which ls binding upon any of them or any of their assets or
constitute a default or teaninallon event under any such ;:semen! or

f
1

~fy.~~-
~ \\V\
 3g

!nstrun1eni;

exceed any limit on its p!Jl..Vers; or

15.5.5 result fn any of Hs assets being encurnbercJ 1Nltliout the knovvledge and
consent of the Lender;

15,6 it has good and valid legal ti!le to the assets it ovvns:

I
1!.i. I no liHgation 1 arbilration or adininislrat(on proceedings are present, pending or
- \
threatened against it \Nh!ch. if udversely <leCerrntned, \Vou!d result in a ~Aalerial
Adverse Event;

15.8 it hr.is not taken any corporate action, nor havo any other steps been taken or
h:;gn! proceedings started or threatened against H for i!s business rescue
proceedings, 1Ji/inding-up1 dissolution, adrninistratlon or re-organisation or for fhe
enforcement of any security interest over ~'I or any of its revenues or assets or
for the appolntrnent of u business rescue practi!lonor 1 receiver, adminlstrator,
adrninls!raHve receiver, trustee or sirnil.OJr offlcer of Ii or of ~u or any of lls assets;

15.9 all information (exctud1ng, for the avoidance of daub!, assuropHons and
projections) provided by it, or on its beha!F, and supplied to the Lender pursuant
lo the terms of this Agreement and in contemplation thereof in any applications
or con1rnunications with the Lender and lhe Transaction Docurnents to v1hich H fs
a party Md the transactions contemplated !hereby are true and accurate in all
material respects as at the dale it was given and is nol misleadiflg in any
material respects (whelher because of information actually provided or which
should have been provided);

15.10 its has not knowingly withheld any information which, if disclosed, would
re'lsonab!y be expected to materially and adversely affect the decision of the
Lender to provide finance to the Borrov~or;
 40

15. i 1 al: authorisations necessary to enable it to la\.vfu!!y enter into, exercise its rights,
conduct Hs business and corn ply wHh Hs obl1gat1ons under the Transaction
Oocun1ents to Vl"'hich It is n par{y and to e11sure that the obligations expressed to
be assumed by it lhereunder are legal, valid, binding and enforceable have been
obtained or effected {as nppropdote) ond are In fuH torce a'!d effect;

15, 12 ii has duly and punctu3!iy paid and d~scharged au T~JX8S iinposed upon j( Of its
assets vvith!r1 a lime period allo'Ne.d v1llhoul lncurring penartiss except to the
extent !ha!:

payn1ent is being contested in good failh; and H has maintained adequate

provisions for those 'foxes !n accordance v;!th the accounting principles
and that the hearing has not yet been fina!ised;

if it withholds payn1ent, it has furnished the lertder, to the Lender's

satisfaction, with the details fully supported by reasons, wily lhe payment
has been withheld; and/or

!
15.12.3 lt is not overdue for a period of rnore than 60 (sfxly) days Jn the filtng of any
Tax return;

to the best of its l<nowledge and belief (having made all reasonable internal
enquiriesL no claims are being or are reasmwbly likely to be asserted against it
I
with respect to Taxes (other than where any such claim arises as a result of the
exception set out in clause 15:12);

15. 14 (otller tllan Oakbay and Action Investments) il has not created any debentures,
mortgages, charges or liens nor incurred any liabilities, whelher contingent or
otheiwlse, which are material for disclosure to any intending lender other lhan
those disclosed to lhe Lender during lhe Investigation and !hose permitted in
terms of the Finance Documents;
 no pert of its businesses has been conducted in a manner v1hich ls corrupt or
has Involved the payment of any brlbe or fffJproper cons!deration or violates any
applicable lavvs; and

15.16 except as niay arise under the Transaction fJocuments and for Transaction
Costs, before the Effedivo Date neither ORE nor lhe BEE f.lPV has traded or
incurred any EabiJUJes or commi!rnenls (actual or co11Ungen! 1 present or future).

It is recorded that the Lender has entered into the Finance Documents to vvhich it Is a
purty on the strengU1 of, and refy!n_g on, such representaUons and \.-Varranlies, each of
vvhfch sho!J be d8-en1ecJ In be a separate warranty and represenlnHon, given \Vlthout
prejudice lo any other warranty or ropmsentation, and deemed to be a material
representation inducing the Lender io enter into the Finance Documents to 1.vh1ch His a
party.

ffi. POSITIVE UNDERTAl\INGS

H1.1 Each Ob!igor underfa:1kes th8f during the period con1menclng on the Signature
Date and ending on the Discharge Date, it shr-ifl:

lS.U allow the duly authorised representatives of the Lender (and/or of any
inlernalional development funding inslilu!ion providing funds lo !he lender
for purposes of this Loan) at all reasonable times to inspect its premises,
works and equipment and its books, documents and records and to make
extracts from or copies of llie latter on the understanding that informa!ion
oblained from any Obligor wl!I remain confidenlial (except where disclosure
lo relevant aulhorities is required under applfcable laws) and restricted lo
lhe Lender, any wch institution anrJ their respective personnel;

16.1.2 ensure that lhe eqllipmont, servlces and works lo be procured pursuant by
UOAL1 are procured in order to seek the most economica!!y advantageous
nptlon folfowing appropriate procurement procedures in

r rrt
~
 42

clrcurnslances and taking into ;:iccount quality and efficiency;

16.1.3 f!Jtnish to the Len.der:

'161.3.1 Hs audited annual financial staternents, as soon as such docurnents

are avai!ab!er bul ln any event vvithin six JVlon!hs after the Gild of lhc
financial year concerned; and

16:!3 2 fn relation to UO!\L only, its monthly management flccounts, in form

and ~ubstance acceptable !o !he Lender, vvfthin 20 (!1Neoty) days of
lhe end of the relevan!. calendar mon!h;

16.1.4 at all Hfnes insure 'Nith an insurer e.cceptable to the Lender and keep
insured to the salisfaciion of the Lender all its present and future iowcable
assets for such an1ounts and against such risl.:s as !he lender may from
Hme to tirne require and Nil!, if called upon to do so, cede its rights under
the policies in respsc! of assels over which the lender holds security for
the ob!igaHons of any Ob!igor ln terms of the Finance Documents to tlle
Lender as collntnra! security. Should it f8\f to effect the insurances required
in terms of this Agreernent or to pay the premfurns thereon when due, !he
Lender shall have !ho right lo effect such insurances and to pay such
prem[urns to the insurer concerned and to recover the amount so
disbursed from lhe Bocrower together will1 interest al the Alternative Rale
( calculated from the d11te of such payment by the Lender to the date of
actual reirnburse111enl by !he Borrower, both days inclusive;

16.1.5 at all limes maintain the plan!, buildings and machinery owned or used by il
in good order and repair lo the salisfacllon of tl1e Lendor;

16.1.6 c.ornply in all respects with all laws, including, but not limited to
environmental laws lo which it is subject and to obtain and promptly renew
from time to time, and pmmplly furnisl1 certified copies lo lhe L~~y of all

~\~
~~
__z,v, -r-Jf1
rr
 43

materhi:l authorisations, approva!s, consents, licenses and E'.!xcmptlons 1 if

anyf as may be required under 8flY applicable lavv !ncludlng i9nvlronmcntal
!i.1\VS lo enable it to conduct lts buslness and all autho1isations, approvals,
consents, licenses and exemptions, if any 1 as n1ay be required under r:iny
applicable knv to enable it to perforn1 its obligations under the Finence
Oocurnenis or required for the validity or enforccabi!lly of the Finance
Documents. Each Obligor shelf upon request from the Lendnr, supp!y
evidence; !o ver'ify Hs futfi!ment of thEit obligation;

16,1.7 rornpUy infonr1 the Lender of any event or any circumstance \VhBtsoever
\~1h!ch is Hke!y lo affect the accuracy of or modify Bny represcntatior\
Narranty or covenant cf or by any Obligor in
1 t~:;-rms of this Agreerncnt;

16. 1.8 prornpt!y pay and discharge aH iaxes vihatsoever imposed upon fls assets,
revenues, buslness 1 undert0king or operaik:ins, unless to lhe ei!ent that
the sam0 shall be contested in good faith by the Borrower and by
appropriate iegai proceedings;

15, 1.9 fumi$h lo tile Lender prompl!y upon becoming aware of them, the delails of
eny litigation, arbf!ratfon or -administratfve proceedings vvhich aro current 1
threatened or pending a-ga1nst them;

promptly notify the Lc:;rtder of any occurrence of a tJiatedaI Adverse Event

or which with the giving of any notice or lapse of lime or adverse finding
lhereol against the Borrower, would or is likely to cons!ilute a Material
Adverse Event.

i6,2 On the Sale C!ostng Date Oakbay and ORE shall execute, and shall procure thal
UOAL executes, the Assignment Agreement

'16.3 By no later than 30 (lhlrly) clays after the Sale Closing Date, Oakbay, ORE and
lhe BEE SPV shall enter into a shareholders' agreement, In a ~:~n

0
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~)'. ~.
~ j
 ...
.
.~JDC~
~, -

substance satisfactory to !he Lender, regulating !heir re!aUonship as direct and

i:1direct shareholders of UOAL

16.4 l/Vilh reffoct from the Sale C!osiog Date and until the Discharge Dale, Oal,bay and
Of1E undertake to procure that UOAL shall, and with effect from ih9 Assig11ment
Time and untii lhe Discharge Date UOAL undertakes that it shall:

corn ply Vlilh a Nline [levelopinent Plan. for !he purpose of !his clfiur.e
16_4.1 "~!llne Developrnent P!an)j rnenns the !\iine Development Plan
coniained in the Feasibili!y Sludy Report (Reprnl SMS/066109) preparnd by
Sound Mining Solutions (Proprietary) Umiled and delivered to the Lender
during December 2009 or such other mine development p!an prepared, or
to be prepared, by the Borrov1cr and approved by the Lender )n respect of
the ~Aine;

annu21!y update the Life of iv11ne Plan in respect of the Mine and de!lver to
the Lendor a copy of such updated Life of Mine Plan;

repair the Mine's laiiings clam lining within 12 (twelve) Months of the
Effective Dote;

16.4.4 con1ply \11/lth all la1.;vs refalfng to the establ!shn1ent and maln!enance of
rehabllitnUon funds;

establish a comprehensive water monitoring system within 18 (eighteen)

Months of the Effective Dale and such system should specifically monitor
tile discharge of untreated mining wa!er into Rhenosterspruit due to the
rlisrupled w<iter balance on the area;

16,4.6 imp!Srrient a cornprehensive environn1ental monftoring and rnanagement

system in nddi!ion to lhe existing health and safety management syslem
within 12 (twelve) Months frorn the Effective Date; and CJ

I~
;;:\ In Hi a!

~1'1\
~ l~'
 45

implement en AIDS policy lo lhe Lenders salisfaclion wi!hin 6 (six) Months

of 111e Effective Dale.

16.5 With effect from lhs Sa!e Closing Date and until the Discharge Date or al any
lime vJhl!e the Lender is a shareholder of UOAL, Oakbay and ORE undei take to
procure that U{J}\L shall, and vvith effect from the Assignrnent 1-icne and unli! the
Disd1arge Date or ul any lime while the Lender is a share:1older of UOAL, UOAL
undert<.ikes that it shnJl if required by the Lender sell up lo 301~ {U1kly percent} cf
1

~Aine s
1
the d8Y lo d0y uraniuin productlon to an offia!<:crls selected by the Le!lder
on torn-i<J no less favourable to UOAL than any exlsllng arrn's length off-take
agreernents to wl"dch lJOAL is a pr:irty,

17. SECURITY

rr.i /vs, security for the due and proper fulfHment and perfonnance by ORE of its
Secured Obligations, Oakbay shall furnish the Security to the Lender referred !o
in clause 1.1.78. 1 and ensure that such Security is maintained in full force and
effect until the Discharge Dale.

17.2 As security for the due and proper fulfilment and performance by UO/\l of its
Secured Otiigations arising with effect from the Assignment Time, UOAL sha:\
furnish (and Oakbay and ORE shall procure that UOAL furnishes) the following
Security to the Lerder:

within 60 (sixty) days alter !he Sale Ciosing Dale:

'17.2. 1.1 in such form and subjecl to such terms and conditions as the Lender
may reasonably require, a mortgage bond ovar the Property to
securing a principal sum of R250 OOO OOO (Two Hundred and Fifty
Million Rand) and an additional sum, in respect of inter a!ia interest
and costs, of 30% (thirty) percent of such principal sum;
17,2.1.2 in such form and subject lo such terms and conditions as !he Lender
may reasonably require, a general notarial bond over all of tl1e
mov8bio assets of UOAL securing a principal sum of R250 OOO OOO
(Two Hundred and Fifly Million Rand) and an additional sum, in
respcci of inter a/la interest and costs, o( 3ory,, (thirty) percent of such
principaf suni:

\o;lfl!in 90 (ninety) days after the Sale Closing Da!e 1 in such forn1 8nd
subject lo such terms and conditions as the Lender l'!F:3Y reasonably require
a rnodgago bond over, the Relevant Mining Right securing a prlncipsl ;;;u1n
of 1<250 OOO OOO (Two Hundred and Fifty Million Rand) and an addilional
surn, in respect of infer afia interest and costs 1 of 30% (thirty) percent of
such principal sum; rrovided that if such mortgage bond is not registered in
the Minerals and Petroleum Tities Registration Ofiice within such 80
(nin2ly) day period as a result only of (a) the lender either not (i) obtaining
Ille requisite consent under section 11(1) of the MPRO,i\, or (ii) being
approved a:::: a financial institution under section t 1(3){b) of the ~!lPRDA, or
(b) any circumstance reasonably beyond the control of the Borrower
provided ih2.1t !he Borrovver, ORE, Aal!on lnvesin1ents and Oakbay have
taken a!f steps reasonably necessary and open to any of them to procure
the registration of ~uch n-1ortgage bond, H shall not be an Event of Def<-Jult
but lhe Parties shall nonetheless continue to use their reasonable
cornrnercia1 endeavours to procure the registraUan of such rnortgage bond;
and

11.2.3 on the Snte Closing Date, in such forn-1 and subject to such terms and
conditions as the Lender may reasonably require, a cession in securitatern
clebili of all of VOAL's claims againsl its debtors, cialms under insurances
and claims In respecl of cash balances held a! bank accounts,

and ensure tllat such Security is maintained in full force and effect until the
Discharge Dale.
 47

17,3 UOAL shall execute (and Oakbay and ORE shall procure that UOAL executes)
any documents (including any povvsr of attorney in a form and in substance
acceptable to the Lender's conveyancers) reasonably required by the
conveyancers appointed by the Lender for the purposes of registering the
Sncurity referred to in ciause 17.2.1:!, i7.2, 1.2 or 'i?.2,2 1 as lhe case rnay be, in
fhA Deeds Registry or r'llfnerals and Pe!ro!eum Titles Reg1s!ratlon Office, as
applicable and lJOAL shall deliwr (and Oakbay and ORE shall procure lhal
UOAL delivers) to the Lender or such conveyancers any docurnents as may
reasonably be required by such conveyancers in connec!ion v1i\h or necessary to
effect such registrations,

'fR NEGATIVE UNDERTAKINGS

11ti Each Obligor (other than Oakbay and Action lnvestrnonls) undertakes that during
the period ccrnrnsnclng on lhe Signature Dale and ending on the Ofsch;:-irge
Date, it shall not without the prior written consent of the Lender:

!(LU subject itself to any voluntary proceedings under any iavv 1 regu!alion or
procedure relating to fnsolvency1 reconstruction or readjus!rnent of debts or
relief from creditors;

18, L~ change ils purpose and/or !he nature of its business and shall procure lhal
no amendment shall be made lo the terms ofits Constitutional Documents
ln a way inconsistent with the Finance Documents;

18,1,3 umend 1 alter, replace, cancel or tcrrninate or agree lo amend, alter,

replace, cancel or terminate the Transaction Documents ta which it is a
pflrty;

HUA redeem or purchase any of its shares or otherwise reduce ils share capital
in o:ny 1nanner;
 48

18.f.5 rep;:iy any arnount ov1ing by ft lo any third party for so long as it 0 1Ncs any
an1ount {\Vhe!her actual or conligent) fn terms of !he Finance Docun1ents,
unfess in Uie ordinary courso of business (pfovide-d lha~ where such
payrnent wl!l have lhe result that its liabil!tles ~vHI exceed its assets, no such
repayment shall be permitted);

18:1.G incur additional liabl!iHes, (except for any sue!! Indebtedness incurred in the
ordinary course and scope of its businoss and is lo be discharged 1;vltl1in 90
{ninety) days after such Indebtedness is incurred) in excess of, In the case
of ORE or !he BEE SPV, R 1 OOO OOO (One Miilion Rand). and, in the case
of UOAL, R5 OOO OOO (Fivo Million Rand);

'!8.1.7 sell, transfer, encumber or otherv;ise DispoBe of any of lls assets or

revenues;

18, 1.8 at any !lrne during a period of l\vo years after the date of conHnencerr1ent of
the !nvesHgatfon, employ or appoint in any capacity on its staff or any
employee of the Lender v1ho \.Vas involved in ihe fn.vesHgetion or allo\v
such eniployee lo acquire an interest in it;

18 1.9 make any other distributions of capital or income to any of ils shareholders
or any other person;

1
18.1.10 pay any interest on sharehoiders loans;

18 1.11 repay any sharelJolders 1 loans; ;;ind

f8:1:l2 grqnt any loans to its directors or shareholders or any other person.

18.2 Each of Oakbay and /\clion Investments underlai<es that during the period
comrnendng on the Signature Dale and ending on !he Discharge Date, if
 49
fif!:!> !DC
shall not without the prior written consent of the Lender:

subject ilse!f to any voluntary proceedings under any lavJ, regulation or

procedure relating to lnsolvency, reca11structlon ar readjustrnant of debts or
relief f1nn1 creditors;

182.2 change its purpose andfor the nature of its business and shall procure that
no arnendrr1ent shaJl be inade to lhe tern1s of its Constl!uliona\ Documents
in a way lnconsislenl wflh the Finance Docun1en!s;

18.2.3 amend, alter, replace, canCel or terminale or agree to urnend, a!tc;r,

replace, cancel or tern1inate the TransacUon Documents lo 1,vhich it is a
party;

a! any Hn1e dwdng a period of tvvo years after the dale of co1n1nencernent of
the Investigation, employ or appoint in any capacily on iis staff or any
employee of the Lender v1ho vvas lnvoived in the !nves!lg8tion or al!ov.1
sucll ernployoe lo acquire an interest in it.

'18.3 VVi!h effect from lhe Sale Closing Date and until the Discharge Date, Oakbay,
ORE nnd lhe BEE SPV undertake to procure that UOAL shall, nnd with effect
from the Assignmenl Time and until lhe Discl1arge Dale llOAL undertakes that it
shall not w!thout ihe prior written consent of the Lender make payments of any
kind whatsoever to its directors in an aggregate amount exceeding RiO OOO OOO
(Ten Million Rand) in ;my financial year (such amount escalated by '10% (ten
percent) In each subsequent financial year), until. such lime as the Shareholders'
interest in llOAL equals 40% (forty percent) of the total assets of UOAL at any
time If:

18.3.1 such payment would )lave the effect of causing !he ratio of Shareholders'
lr>!eresl lo total assets ref.;rred lo above being reduced below the aforesaid
percentage; or
 50
~llJC
18.3.2 any Defaull is continuing.

18.4 Accounting terms are used and shaH be construed in accordance vvith generally
accepted accounting practice in the Republic of South Africa consistently 2pplied
but so that in this clause 1S:

1 s"4. 1 11
Sh2reholders 1 interest" 1neans the aggregate of;

18.'l.1.1 the nominal amount paid-up or credited as paid-up of the

shareholder's1 contributions to the capital of UOAL fur !he Urns being;

1SA:l.2 the net principal 11mount of shareholders' loons outstanding from lime
to lime;

18.4.1.3 the distributable and non-distributable reserves of UOAL (including

any credit balance on incor11e statement and inciudin.9, in the sole
discretion of the Lender, any amount altribulable to a revaluation of
fixed assets);

iBA:IA any provision for deferred Taxation; and

18.4.'l.5 the excess (in the sole opinion of lhe Lender) of !t'le value of tongible
asse!s over thefr book value;

less the aggregale of:

18.4.1.G any debit balance on income slatemenl;

'18.4.1.7 any amounts at!ributable to goodwill and other intangible assels; and

WA.1.8 the excess (in the sole opinion of !he lender) of the book value of
any debtors factored or sold wilh or without recourse over tho

~/!F;M
!::J;,,
 51
~/l)C
realisable value;

18.4.2 "total assets'1 means the; aggregate of:

18,4,2, I the book value of an assets (excluding any nn1oun!s aHribut;1ble tu

good~h'lll and other intangible assets); and

18,4,2,2 111e excess (in the sole opinion of the Lender) of the value of tangible
assels over their boo\\ value; 8nd

the original cash purchase price of any rnovable assets leased and
utilised on a full lime basis less depreciation at UOAL's normal rales
for such assets; and

the realisable amount of any debtors factored or sold with or will1aut

recourse.

'19, WARRANTY AND UNDERTAKING BY OAJ\BAY AND THE SHJ\REflOLDER

rn I Oakbay and ORE warrant lhal:

'IU:L 1 subject to clause 19,3, from the Sale Closing Date until lhe Discharge
Date, all Iha Issued ordinary share capital of UOAL will be owned legally
and beneficially by ORE;

19, 1.2 as at the Signature Date and on each day until the Discharge Date, 85%
(eighty-five percent) of the issued share capital of ORE is and will be
owned legaliy and beneflcially by Oakbay; and

19 1,3 as at tile Signature Date and on each day until the Discharge Date, 15%
(fifteen percent) of the issued share capilol of ORE is and will be owned
legally and beneficially by Acllon lnveslmen!s;
 52

19.2 ORE undertakes !hat, from the Sale Closing Date until !he Discharge Date, ft
shall exercise its rights as shareholder in respect of UOAL so as lo give effect to
the representatlons 1 vvarranUes and undertakings set out in cfauses 15, i6 and
18.

19.3 'vV!th effect frorn the Snle Closing Date, Oakbay, Action Investments, ORE and
the BEE SPV and, vvith effect on frorn the f\ssignn1ent Tin1e, UO/iL hereby grant
the Lender an unconditional and irrevocable op!ion (lhe "Option") to subscribe for
such number of shares ;n the share capital of UOAL (the "Option Shares") [JS

_, 11otdd result in the Lender holding iOo/a {tian percent) of al! !he issued shares in
the share caplla! of UOAL .nfter exercise of lhe Option for an aggregate arnount
of R10 (Ten Rand) ('Option Price"). The Option shall be exercisable by the
Lender at any Un1e during lhe period of 6 ~.i1onth::s after the occurrence of any
Trigger Event. The Option shall lapse on the Scheduled Repayment Oa(e if not
exerclsed prior ta that dale. Should ihe Lender exercise the Opt\on, Oakbay 1
Action Investments, ORE and the DEE SPV undertake to prncure the issue, and
lJOAL undertakes to lssue 1 the Option Shan~s to the Lender against receipt of
the Option Price.

i fL4 Oakbay, Action Investments and ORE undertake to use aU reasonable

commercial ernfavours to procure Iha' NPCIL and UCIL acknowledges receipt of
and undcrtakes 1 in \Nriling, to uct in nccordance with thn irrevocab~e fnstrucUon
contemplated in clause 3, 1.14.

20. RESTRICTION ON DISPOSAL OF SHARES

20.1 Wilh effect from the Sale Closing Date, ORE, and with effect from !he
Assignmeni Time, UOAL undertal1es that until the Discharge Date, UOAL will
not, other lhan In accordance with clause 19.3 or pursuanl lo the implementation
of the BEE Transaction, issue any further shares in its share capital other than to

Oec ooO DRe ,;o '"' ~" ''TI ooo ,,,_, w,. C.o= "'~:;r

~ [\\rJ\
~)J, \~..
 53

UOAL without the prior written consent of !he Lender.

20.2 Subject as olher,vise contemplated by the UPCIUUGIL Transaction, Oakbay,

Aotion Investments and ORE undertake that until the Discharge Date, ORE will
not issue any further sh3ms o!hm than to Oakbay ond Oakbay will nol sel! or in
any other vvay Dispose of any of its shares in Oakbay 1Nithoul the prior v1rltten
consent of the Lender.

20.3 VVHh effect from tha Sl:-Jnalure Date; Otl.E, and \Vlth effect from the Assignrnent
Tlrne, UOAL shaf! ensure that until the Discharge Dcile, there shall be no change
in control of either UOAL or ORE, as the case may be, whether directly or
indirectly which hns the effect or changing the abi!Hy to appoint the directors Of
UO/_i,L or OREl as the case rn;-)y ber or to exercise any voting rights {dlrectfy or
indi1-ectly) at any meeting of fHrecfors or sr.ar eholders as frorn the position
existing, In the case of ORE, as at thH Signature Date, or, In tbe case of UOi\L,
lhe Sa1e C!oslng fJate; \,Vithoul the prlor \'Jrllten consent of the Lender.

2ilA Oakbay and ORE undertake to er.sum that !here shali not, wlll1out the prior
v1riHen consent of the Lender, be any arnendrnent to any shareholders'
ogreement(s) in respect of CJHE or UOAL

21. FEES

2i,1 The Borrovver shnH pay ta ihe Lander U1c foflo!Ning fees:

21.1:1 a raising fee of 1% (one percent) on the Facility Amount by not later tirnn
the earlier of (a) 14 (fourteen) days from the Signature Date, or (b) tile
Drawin8 Date, failing which fee shall, be considered as an unpaid due and
payable amount and accrue interest at the Default Rate. Should the
raising foe remain oulslanding on the Drawing Dale then the Lender sha!I
entitled lo deduct !he raising fee nnd such accrued interest rrom the Loan

~@~.,
on the Drawing Date; and

.i.
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 54
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-----
2 l.1.2 a comm!trnenl fee of 0,5/u (fl:::i!f a percent} pc-r annuin on the aggregate
amount of ihe Available Facility, calculaled from Ille earlier oflhe Signature
Dale or i2 M2rch 20iO to the Drawing Date, which comrnitment fee shall
be sha!l be p<Jid on the [)ra~ving Date by deductlng the amount of such
cc.mn1Hment fee frorn the~ ainuunt of U1e Loon on the Dra1Ning Date.

2L2 Oakbay and ORE shaH be jointly rmd severally liable for !he payment of a
cancellation fee of 0,51-h (?:ero cnrrma five percent) on the Feicillty Arnounl 1
payable on the ear1ler of 30 {!hirly) days of the date of repudiation of this
Agreement by e1ther of thern or the Tern1inal Drawing Date should the 801Tov1er
fail to drawdown the Loan under this P.greemenL

22. EVENTS OF DEFAUL'f

22.1 Events of Default

Each of lhe events set out in this clause 22. 1 is an Event nf Default (whether or
not caused by any reason i.vhatsoever outslde lhe contra! of any Ob!igor or any
other person).

22. 1:I Non-Payment

Any Obligor does not pay on !he due date a1,Y amount payable pursuant to
a Transaction Docun1ent at tile H1ne 1 !n the p!ace and in the currency in
which it is expressed lo be payable unless payment is made within 3
(three) Business Days of its due date.

2?.. 1.2 Other Obligations

Any Obligor does not comply with any provision of the 'frnnsaction
Documents (other than those referred lo in clause 22. 1 -1 (Non~
 55

Payment)).

22.1.2.2 No Event of Defauli under clause 22. 1.2.1 will occur if tile failure to
curnply is c8pcibie uf rernecly and is rernsdied within fO (ten) days of
!he earlier of (a} the Lender giving ~vr!Hen notice thereof to the
Obli9ors and (b) the Obligors becoming aware of lhe fa!lum to
comply.

22. 1.3 ~Aisrepres en ta tion

.4.ny represr:ntation or stalen1ent rnade or deemed to be made by any

Obllgor in the Transaction Oocurnents or any other dncuinont delivered by
or on behalf of any Ob!igor under or in conr:ecUon 1.ivHh Bny Transaction
Document is or proves to have been incorrect or misleading in any material
respect vvhen 111ade or deemed ~o be made,

22.1.4 Cross-default

Any Indebtedness of eny Obligor is no! paid when due nor within any
origina1fy apHcaU!e grace period_

Any Indebtedness of any Obliger is declared to be or otherwise

becomes due and payable prior to its specified maturity as a result of
an event of default (however described).

22.1.4.3 Any commitment for any Indebtedness of any Obliger is cancelled or

suspended by a creditor of any Obligor as a result of an event of
default (however described).

Any creditor of any Obligor becomes entlt!ed to decierc any

Indebtedness of such Obliger due and payable prior to i!s specified
 56
Jjjj!!) !DC
maturity as a resul! of an even! of default (however described).

22.1.5 Jnsofvency

22..1.S.1 .A.ny Obligor ls unable or adn1Jts inabf!Hy to pay its debts as they fr1H
due, suspends making payrnenls on any of l!s debts or by
1 reason of
actUB! oc anHcipated financial d)fficulties, commences nego!k1tlons
\.VHh one or mare of its crecfUors lflith 8 v1evv lo rescheduling any of its
indebtedness,

22.1.s.2 The value of the asse!s of any ObHgor is less than its liabilities
(tBking Into account contingent and prospective liabilities}.

22.1.5.3 A n1or2toriurn Is declnred in respect of any indebtedness of any

Obligor.

22.1.6 lnsoivcncy Proceedings

Any corporate acHon, !ega! proceedings or other procedure or step is tdken

in re!at1on to:

22.1.6.I lhe suspension of payments 1 a n1oratorium of any indebtedness,

commencement of business rescue proceedings, sequestration,
winding-up, dissolution, administralion or reorganisation (by way of
voluntary arrangement, scherne of arrangement or otherwise) of any
Obligor;

22.1.6.2 a composttlon 1 compromise, assignment or arrangement wHh any

creditor of any Obligor;

22.1.6.3 the appointment of a liquidator, trustee, receiver, adrninislra!ive

 58

22.1.10 Failure to Comply with Final Judgement

Any Obligor iails wilhin 15 (lifleen) Ousiness Days of the due date lo
comply 1Nith or pay any surn due fron1 H under any final Judgernent or any
fina! order rnade or given by any court of competent jurisdiction far a sun1
ir excess of R'I OOO OOO (One Million Rand).

N1aterlal Adverse Event

Any f\llalerlai Adverse Event occurs,

22.1.)2 Oakbay Net Asset Value

Oakbay1 s net nssei value falls below Hs net asset value deterrninGd in
accordance v.;ilh the c:iudlted conso!!dated annual financial slateinent cf the
Oakbay group for tho financial year ended 28 February 2009.

22.2 Acceleration

On and al any time after the occurrence- of an Event of Default the Lender may,
wilhoul prejudice to any other rlghts it may have under this Agreement, any other
Transaction Oocurnent or ai la\v, by v1rilten notice to ihe Borrovver:

22.2.1 cancel the Avaiiable Facility whereupon it shall immediately be cancelled;

andfor

22..2.2 declare that all or part of lhe Loan, together with accrued interest, and all
other amounts accrued ar outstanding under the Transaction Documents
be immedia\ely clue and payable, whereupon they shall become
immediately due and payable; and/or

22.2.3 declare that all or part of !he L<ian be payable on demand, whereupon il

~ 1~'.1/
S.\ .f!d. f\~
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59
-- ~~
-~.-_;/ - ! ~

shall immediately become payable on demand by lhe Lender.

23. INCREASED COSTS

If, by reEJson of (a) 8!1)1 change, occurring after the Effective Date, in lav1 or fn its
inteipretation or adrninistralion and any la1.v relating to Taxes, levies and in1posls
(excluding !he rate of Ta;.: charged on the overaf! incon1e of the Lender-) and/or (b)
con1pHance 1N!th any requc.sls or requirernents 1 rnade after the- Effective DDter reialing
to !he mafn!ennnce of G8pft.J! or required mlnirnurn level of liquid assets or any o!he:r
request from or rcquirerr:.ent of the South African Department of Tr<Jde and Industry 0r
--- l_ the- South ;-'\fdcan Reserve 8ank or other fiscal 1 monetary or other aulhorlly:

23.1 the Lender is un-able to obtain !he rats of return on the Loan vvhich it i.ivou!d hclve
been able to obtain but for the chanue in (a) or (b) above;

23.2 the Lender incurs a cost or there- is any Increase in the costs of !he Lender as. a
result of the Lender enlerlng into or assuming or maintafnlng a cornmHn1ent or
performing its obHgaflons under this Agreement; or

23,3 lhe Lender lncurs a cost or there is any increase In the costs to the Lender of
funding;

t11en the Borrower sLell, from time lo tii11e and within 5 (five) Business Days of a
written demand fmm Ille Lender, pay to the Lender amounts sufficient lo indemnify tile
Lender from and against, as tile case may be, (i) such reduction in the rate of return on
the Loan or (HJ such cos! or (iii) such increased cost of funding.

24. MARl\ET FLEX

24.1 If at any time prior to the Discharge Date, !he Lender (acting reasonably)
determines that an even! or circumstance (including any occurrence of a Material

""'" ''"'I m mmH.ooHoo o< '"' d~'"'"~' Hm ~mi ~

~; '" ;,~~
 60 ~
fi?)) /DC '

"Market Disruption Fvent") whic11, fn ils opinion, has adversely affected or could
adversely affect the inter0atlonat or any relevant doffiestfc syndicated loan,
preference share, debt, bank 1 capiLsl or equity market such thal the structure of
the transaction as conternplated by lhe Finance Docurnents, including the
pricing, the arncunt or nature of the security required! no longer reflect current
inarket roquiren1ents for cornparable financial arrangen1ents entered Into v;ith
counterp2rlics lhat have equiva!ent credit ra!lngs, then !he Lender shali advise
lhci Borr;::,v1er !hereof fn vvr!tlng.

24.2 Upon by !he Borrovver of !he noti!1cation co11!.en1p!ded in clause 2iL 1, the
Lender and the Boirovver shali enter lnto negoUatfons for a period of not rnore
!han 5 (five) Business Days, with a view {o agreetng allernaHve pricing and/or
other arnendrr1enEs required to ensuro lhat the transaction reflects current rnarlzet
requirernenls for cornpnrabk1 financial arrangements entered into i.vHh
countcrparfres that have equivalent credit ratings. Fai!lng agreernent, ihe Lender
shall determine the alternative pricing and/or other amendments and shali notify
lh0 Borrower sccordingly.

2tt3 Any alternative pricing 2nd/or olher an-1end1nents agreed or determined pursuan{
to clause 24.2- shcill be binding on e!I ParUes, provlded thnt the Bcrrovvor shall be
entitled lo lorlhwi!h repay the LoC<n should it be disse!isfied with the terms of

25. TAXES

25.1 All payments lo be made by any Obliger to !lie Lender under !ho Finance
Documents shall be rnade free and clear of and without deduction for or on
account of Tax unless such Obligor is required to make such payrncn! subject to
the deduction or withholding of Tax, in which case lhe sum payable by such
Oblfgor (in respect of which such deduction or withholding is required to be
made) shall be increased lo lhe extent necessary to ensure that the Lender
receives a sum, net of any deducHon or withholding, equal to the sum which il

JL
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iniha!

N~
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 {,~'-wn
61
~JDC
would have received had no such deduction or withholding been made or
required lo be rnade.

25.2 NobNilhslBnding the provisions of c!ause 25:1, if the Lender is required to rnati;e
any payinent of or on ;;.1ccocnt of Tax on or in relation to any surn received or
receivable undP.r any Finance Docun1ent (l:iclud1ng any sum deen1ed for
purposes of Tax to be recelve or receivable by the Lender, vvhe!her or nol tha\
surn is acluaHy received or rece~1abk~) or if any l!a!Ji!ity In respect of any suc~1
p8yrnenl ls asserted, flnposed, levied or assessed against the Lender, the
Borrov1e1- shall 1 upon demand of the Lender, !ndcinn!fy th:;; Lender against such
payrnent or tiabll\ty, looelher \.Nlth any interest, penctttlos, costs and expenses
payable or lncurred in cnr.nectlon therev.rith.

26, INDEMNITIES

Each Obliger, jointly and several:y, shall within 5 (fivs) 13usiness Days of demand
'
indemnify lhe Lender <0gainst any properly evidenced cos!, loss or liability incurred by
H;e Lender as a resuH of:
26, 1 any brench by any Ob!igor of any Finance Oucunient or by the lender having to
!nvestlgat-e any such bre8ch; or

26,2 a failure by an Obliger to pay any amount due under a Finance Document on Its
due data, save lo the extent compensated by way of any defauiled interesL

27, ILLEGALITY

If, at any time, It is or will become unlawful for the Lender to mai<e any advance under
this Agreement or to allow lhe Loan or any substantial part ofit lo remain outstanding
or otherwise lo comply wilh any of its rnaterfal obligations under this 1\greemen!, or any
of any Obligors's obligations under the Finance Documents is not, or ceases to be,
legal, valid, binding and enforceable, including, without being limiled to, any obligallon
 62
~/DC
withholding of Tm referred to ln clause 25, 1, the Lender may lerminale this Agreement
by written notice lo file BorrovJer and'.

2..7. i the Borrovver shaH cease to be er.tilled lo born.v any surn under !his Agreement;

27 .2 a!! lhe Borro 1Ner's Indebtedness under the Flt'12nce Docun1ents shall 1n1n1edi2teiy
become clue vvi1hout dernand, presentment, protest, or other notice of fonna\i!y of
any l;;fnd, 2ll of 1.;vhich .are expressly waived by !he 8orrovn::r; and

27.3 the Lender niay exercise all, or any of, the righis and remed:1es available_ to H
under this f\greeme:nt and otherv,..ise.

28, GOVERNING LAW

The entire provisions of this Agreement s[JB!i be governed by and construed in

accordBnce with the laws of the Republic of Soulh Africa.

28, JURISDICTION

'fhe Partios hereby Jrrevocably and unconditionaliy consent to !hs no1lexciu~dve

j11risd!ction of lhe South Gauteng High Court, Jelhanncsburg (or any successor to that
division) in regard le all n!alters arlsfng from the Ffnance Documents.

30, PAYMENTS

30.1 Ali payrnenls to be made by any Obllgor !o lhe lender in ternis of the Finance
Documents shall be made in Rands et or before '12h00 on the due date for
payment in inimediateiy available funds free from set-off, withholding Taxes,
costs, charges, expenses or any other deductions to such bank account as the
Lender may designate by written notice lo tile Borrower.

30.2 Each Obligor hereby acknowledges and agrees tl1at for as long as any a)Por;~t is

11.:._)
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(~
 63
jjjff!!) fl) c
O\.Vin1 (~vhether actual or contingent) by any Ob!lgor to the Lender in terms of \he
Finance Documents, the Lender slmll have the right lo appropriate and allocate
any monfes received fron1 any Ob!igor to any lndebledness or obliga!ion of such
Obligor to the Lender as the Lender mfly deern flt in its soie and Bbsolute
discretion, and each ObHgor hereby vvalves the right to n;jrfle lhe debt to v1thich
any such rnonies rnay or shall In such event be allocated or zippropdaled.

30,3 No Obllgor shall havf:i the right to defer, adjust or vvithhotd any payrnent due to the
Lender in terms of or arising out of this ,.c.,g1een1ent or to obtain deferment of
judgment for such amount or any execution of such judgrnent by reason of any
set-off or counter claim due- to any other con!rac!ual or de!ictua! clairns or causes
of vvhatsoever nature or howsoever arising,

3L RENUNCIATION OF BENEFITS

Each (;bJigor renoqnces all benefits of the exceptions of excusslon, division, ''no value
re-ceived" 1 "non nun1eralae pecuniae"~ "non causa debltt: and "errore- cafcu!i", the
n1eaning and e!fecf of v,ihlch il declares it understands.

32. UQU!D DOCUMENT

A cer!ificale signed by any director, 1T~a11ager or official of the Lender (\Vhose

appointment need not be proved) as to !he existence of and lhe amount of
Indebtedness by li1e Borrower lo lhc Lender, that such amount is due and payable, the
amount of interest accrued lliereon and as to any other (acl, matter or thing re!a!lng to
the Borrower's lndettedness to the lender in terms of this Agreement, shall be
surflcient proof of lhe contents and correctness thereof for the purposes of provisional
sentence, summary judgement or any other proceedings, shall be valid as a liquid
document for such purpose and shall in actdilion, bs prima facio proof far purposes of
pleading or trial in any action instituted by Uw Ler.der arising herefrom.
 G4

33. BANK CHARGES

33.1 Ali advances to be made by the Lender in terms of !his Agreement shall have
deducted therefrarn the rell!Vant batik ch~Irges v1hich shaO b2 for the account of
U1e Borrower.

33,2 A!! payments to be rnade by the Borrov,ier in tenns of this Agreerncnt shaH be
n1ade free of bnnk charges,

3'1. CESSION AND ASSIGNMENT

3'l.1 This Agreement shall be binding upon and inure to lhe benent of each Party and
Its or any subsequent successors-fn-Utle anct in lhe case of the Lender, lhi
respective cessfonaries and assignees as conlernp!ated in thls clause 34.

34.2 Mo Obligor shall be entitled to cede, delegate or assign (as !he case may be) all
or any of its rights, benefits and obllgBtions under this Agreement to any person,
wiihout the prior written consent of the Lender.

34,3 The Lender may, at any t1n1e, cede, delegafe or assign all or any of Hs rlghls nnd
obligations under this Agreement and any other reh:vvnt Finance Document to
any person \Vithout the consent of any Obllgor, save that the Lendr.;r may not
cede its fights under clause 16.5 or clause J9.3 to any person (which is nol a
membor of the Lender's group of companies or another South African
Development Finance Institution) without the prior i..vrHien consen.t of Oakbay.
Each Obligor hereby consents lo any splil1ing of claims that may arise from any
such cession, delegation or assignment by lho Lender.

I ~-.
 65

,.
3 ~- NOTICES AND DOMICILIA

35. 1 NoHces

Each Party chooses lhe address set out opposite its nan-1e belo~v as its
address to V\lhich any 1NriUen notice ln ccnnecHon \Vith lhis Agreement may
be addressed:

35. 1.1 :I the lender:

physical address at 19 Fredmnn Drive, Sandown, 2196; tind

35.LLL2 telefax nurnbor at 011 269 3116 or 011 269 31 "15;

35:1.U.3 marked for the attention of Head Mining SBU;

35:1.1.2 Oal~bay, Action lnvestrnents and Of~E:

35.1 L2:1 physical address nt 89 Gazelle Avenue, Corporate Pcirk South,

Midrnnd; and

35.U.2.2 telefax number at 0115421100;

35:1.1.2.3 marked for Ille attention of Mr J. R. Pare!ih;

35. "1.1.3 UOAL, its address and telefax number set out in the Assignrnent
Agroernent; and

35.1:1.4 Any Additional Guarantor, its address and telefax number set out in
the Accesslon Undertaking_

35.1.2 Any notice or co111munlcaUon required or pern1itted to be given in tern1s of

tiiis Agreement shall be valid and effective only if in writing but ii shall be
 65

competent lo give notice by telefax transmitted to its telefax number set out
opposite its name above,

35.1.3 Either Party may by written no!ice !o the other Party change its chosen
addresses and/or telefax nun1ber for the purposes of c!ause 35, 1.1 to any
other addresses and/or telefax number, provided that the change shall
become effective on the 14u' (four(eenlh}.da~,i after tile receipt of the notice
by the addressee.

35.1.4 Any rioiice given in terms of this Agreerncnt shall:

35.1.4.1 if sent by a courier service be deerned to have bean received by the

addressee on. the 7'" (seventh) Business Day following !he date of
such send!ng;

35.1.4.2 if delivered by hand be deemed lo have been received by the

addressee on the date of delivery; or

35.1.4.3 if trarn~rnl!ted by facsln1ile be di.::en1ed to have been received by the

addressee on the first Business DDy flfh::r the date of transmlsslon 1

unless tf1e contrary is proved.

35:L5 Notwithstanding an}~hing to the contrary herein contained, a written no!ice

or communication actually received by a Party shall be an adequate written
notice or communication to it, notwithstanding !hat it was not sent to or
delivered at its chosen address and/or telefax number.

35.2 Oomici/i.~

35.2.1 Each of the Parties chooses its physical address set out opposite its name
in clause 35:1 as ils dom1cili1Jm cilandi et executandi at which do/;Jents

'Sf:~ )~
~/. ~M
 67

in Jegar proceedings in connection 1NHh thls Agreement n1ay be served.

35.2.2 Either Parly may by VHlttcn notice to the olher Party change its domiclllum
from lime to lirTie to nnother address, not being 8 post office box or a paste
reslante, in South Africa; provillcd that any such change shall only be
effective on the fourteenth day ~1fler the rece~rf or deemed receipt of the
notice by the other P<lrty pur;:;u;::int to clause 35 . "l .<-L

38. COSTS

- (' The Obligors sl1all be )oinlty and severally iiable tu pay to the Lender lhu following
sums:

36:1 all costs 0nd expenses of and incidental lo the negotlation 1 preparation and
execution of this Agreeinent and the other Trans8c!lon Oocun1e.nts and the
completion of the transactions contemplaled by the Transaction Documents
(including, without !in1itationt attorneys fees c~1ar9ed by BG to the Lender}
incurred by the Lender;

35.2 on costs of and incidental lo the renislro!ion of :my of Um Trnnsaction Security

conlemplated by clause 17;

36.3 all legal costs incurred by lhe Lender in cons.,quence of any default or breach of
lhe provfsfons of any Fiha11ce Document by any Ob!igor, on the sc:aJe as
be\1,veen attorney nnd own c!ient and including~ \Vithout iirnHatio.11 1 col!ection
charges, the costs incurred by the Landor in endeavouring to enforce ils rights
prior lo lho institution of legal proceerlings and !he costs incurred in connection
with tile saHsfaclion or enfOrcement of any judgment awarded in favour of lhe
Lender In relation lo ils rights in terms of or arising oul of any Finance Document;
and

36.4 the VAT which any Obllgor is obliged to p;:iy to the South ,i\frican Revenue
 6&
~toe
Service on any rees vJhlch the Lender charges any Obliger in terms of this
Agreement.

3/. GENERAL CONDITIONS

37.1 No alteration, variatton or consensual cance!lation of this Agreement sh;il! be of

any effect unless it Is rcco(ded ln 'NritinrJ and ~~igned by al! the Parties or their
respective successors Jn title.

37 .2 No relaxation which the Lender n1ay eHovv any tJbligor at any time in regard to
the carrying out of this Agreernen!, shall:

37.2.1 prejudice any of the Lender's rights under any Finance Documen! in any
1nanner whatever; or

37.2.2 be regarded as a vvaiver of any of those rights.

37_3 This Agreernent contains the entire Agn~emcnt betvveen the Parties 8nd no
representation, warranty or undertaking, vvhether express, impHed or tacit, not
contained in !his Agreement, may be relied on by any Party,

37.'i All fees and costs payable under this Agreement are exclusive of VAT.

38. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different

Padies hereto in separate counterpartst each of v-.1hich \.Vhen so executed shall be
deemed to be an original and all of which when taken together shall constitute one and
the san1e agreement.
 69

SIGNED at S/\NDTON on 11 APRIL 2010

For:
OAKBAY RESOURCES AND nJERGY
(PROPF<IETARY) LIMITED

nT'
-~'-=i~~------
AUTHORiSED SIGNATORY
\';ho \ii/Rf rsn!s that he/she is duiy authorised there( a

AS WITNESSES:

1. ~t;0v1d1c~/_(ci__ ,
~

2.

SIGNED at SANOTON on 11 APRIL 2010

For:
OAl<BAY INVESTMENTS (PROPRIETARY)
LIMITED

AUTHORISED SIGNATORY
who warrants that he/she is duly authorised thereto

AS WITNESSES:

'!. .-cl/ o:::>~~cl [o

,/!di '
2. jfft;;~rvl
 70

SiGNED at SANDTON on 1 t APRIL 2010

For:
ACTION INVESTMENTS LIMITED

AUTHORISED SIGNATORY
who warrants lhal he/she is duly aulhorised thereto
AS WITNESSES:

2.

SIGNED at SANDTON en 11APRIL2010

For:

AS WITNESSES:

1. (~LOcAct~~r( Ct
 71

ANNEXURE "/\"

METHODOLOGY TO DETERMINE THE RATIRR AND REQUIRED RETURN

1, AH tern1s that ace used but not defined in this Annexure "A" bear the n1ean!ngs
ascribed lo thern in the c1~1reen1ent to which this constitutes Annexure ~Aa.

2, The real after Tax internal rate of return ("RATIRR") referred to in tile agreement to
whfch this c_:innexure is: annexed (the "Agree1nenr) shall, for the purposes of the
Agreement, be ca!r.ulatecl:

on the lotal of the Ler,der's Investment being the amount of the loan;

2,2 after taking into accolff\t sny nnd aH :amounts received by the Lender by virlue
of its disbursernant of the Loan, including, but not limited to, any interssl and
c3plta! received on the Loan but exc!uding any amounts received by the
Lender pursuant io clause 21 of lhe Agreen1ent and lt is recordEld that the
Bofrovver 1nay be required to pay the Lender the Settlement Amount in order
for the Lender to achieve the required re-turn;

2,3 on the basis that cny amounls received by !he Lender or paid by the Lender,
i.vill be recognised as a receipt or payrnent on the day that [f'ie rnoney is
deposited into the Lender's banl' account or leeves the Lender's bank
account respectlvefy;

2A on the basis that, For the purposes de!ennining the RATIRR, lhe Loan shall be
assumed for the purposes of calcula!ion of the l'<ATIRR only to bear Interest
for each lntcrest Period (as defined below} during the Tenn al the Interest
Rate and that such interest is not paid but rather compounded (and therefore
capitalised lo the Loan) on the last day of each !nlerest Periorl;

2.. 5 on the basis tllat any amounts received in terms of paragraph 2,3 (all
amounts received by ths Lender in terms of paragraph 22 or 2,3 are
hereafter termed a "cash,fiow event") where applicable, be adjusted to be an
 72 ~
,~VJ\ ID' C
after Tax cash-flow by reference to any relevant lax rate. in the hands of the
lender, <ippli::oble to- thn amount al U1e ti1ne of receipt;

2.6 in the e,;ent of interest being capila!ised in respect of any Interest f.Jeriod, the
Tax effc-ct 1Ni!l be l;::ikcn into conskJeraHon as though lh0 interest \\iBS actually
received ancl 1,vili repre~;ent a negative cash-ffo\-V event;

2.7 hy adjusUno the nornincil return (b8ina a return net, inter aHa, of the rate of
fnHation or an'{ other lnflalionary effects cn the aggregate amount of thr. Loan)
to a real return by reference lo CPI provided that if the bask1 of cornputat!on of
CPI is at any time changed so as to result in cornpnrisons of that Index for
periods before and efier thQ inhoductlon of that change not truly rcf!ecfing the
general rafe of inf!eHon !n the Republic of South Africa, or if that Index as
previously cidjusted in tern1s of this paragraph is furthe1 changed so as ta
have thal result, that index shali be adjusted or further adjusted in such
rnanner 2s \Nil! be detennlnet.l by the audilors of the Lender, in order to
ensure, as f8r as ossfbie, con.sistency and a true refieclion of the general
rate of lnflalion in lhe Republic of Sou!l1 Africa in the application of CP! in
tespect of porioJs bnth before Bnd after lhe introduction of that change.

2.8 The foilo\v!ng equatiGn regulates the adjustrnents that have to be n1ade to
every cash-fio\V event EIS defined in paragraphs 2:! to 2.6 2bove:

2.8:1

2.8.1. 1 P;u1}usJ1:J refers to real afler Tax va!ue of cash-ffo\V event;

2.H. 1.2 P, refers io nominal value at any cash-flow event after taking
lnlo account any Tax effects on the Lender baseo on the type
of cash-flow event at the date at which lhe cashOow event
occurs;
 73

2.8.1.3
CP/1 refers to lhe CPI corresponding lo t11e calendar month in
whfch lhe inltla! o-,e Lender investment occurred and 1;11i!l be
fixed;

CPth J\:'>-fers to the CPl corresponding to the calendar rnonth in

2Jl:1.4
vA1ich the cast1-fiovv event occurred,

Generally the;{; is a lv10 catondar nionth lag behveen lhe latest

2.8.2
svailable CPI clala as published by Slatistics Soulh Africa. In the
absence of datG as a result of the lag, the fal!ov.1lng assurnpUon \\11J! be
made to estlrnate the index:

2.8.2.1 CP11 ~CPI.Hi x(l+CPI"',,) where:

CPh refer:J to eslhnated index ln the absence of publlshsd

2.8.2.2
dwta;

CPI, refers to the published index data corresponding to lhe

2.823 12
period exactly 12 Months prior to lhe dale at which CPI,,
occurs:

CPI,,,, refers to maximum rate change of the three most

2.B.2.4
recently published ~nnual CPI lndox rate changes;

ThP real after Tax cashflovvs, together vJifh the corresponding dates, wil1 be
2.9
used lo calculate the real afier Tax internal rate of return (RATIRR) utilising
the XIRR functionality of the Microsoft Excel Version 2003 ('Microsoft
Excel"), which allows for calculation of internal rate of return based on a
series of cashflow events that are not regular in interval.

3. Tlte Settlement Amount shall be determined iteratively by utilising the Goal seek or
the Solver functionality in Microsoft Excel based on the corresponding se!llement
date.
 74
_Jiif!!> I0 C~
4. The foifowing exa.rl1ple l!lustrates the mechanics of a cafculatfon based on 8
hypothetical example using Mfcrosoft ExccL H is n1eant for i!luslraUvc purposes only
and is not meant to reLJect the tenns and conditions as set out in this ngreernent:

4, Assume a loan of fU OOO 000,00 (One Million Rand) with internst al '10% (ten
percent) and equal capital (&capitalised interest) repayments after a capita!
rnora!oriurn of 3 years and interest C8pHalisaUon period of 2 years, ir1JHh
pciyment as per the il!ustrated repayment profile and a fln;;.ii settlement date
8ssun1ed to be 1 January 2009.

4.2
Hot;_u!re:irduo. -VO\ ;;ipp;<lf't,\f1illt
r)p-1d 1~,,g~_glM!,L<r.-inl Lt>~-'<
lPUIDC >conn::i.~a"

c~rn- JJ';i:Jnj)u'.~: ~:;i:;:::;b;,~:'.~'.~'''

lhxl f<.'~~m CP!I.K'l.l'
'''' ("f'i /.l~lmP'll~l.:i''.!-1\ fl.ll!otl
J\,AU{lM
JtiS.rn
(/.1zJl:wJ2/ (;('f,1H!llf.jd'w: 1J1dv0Ce1'1 l!lm~.:mi.',"11 ofH<! i~k;: flldn~c,;t.',.-,,,1~~'<>l l~ h.&t if.tf'.'c,1f,-s 1J.T%
CP!. IC'1.!H ilJ''~r ~!J'Oft:l,"1 lWi~.;ic11l r/;JfiJ !St<J;'.J
F<>IF:;;._~'-1.-d i'"""'~i;,1 li\'h'' -il i~ltko;>N 4.~e t7t.1!
Fll'~<>~d l~lB!iwn!<i~ia iJlln-C1!
I c!dc111;r_,11~r;7;n<-L> tn ~1111 'K1.<::>i

~.f!Wil I Ccy!um;\B ~ fJ E F G -----,,---

' r--------~---------~~A=mc,c\!,c.,,-~-,-,",,=,,-,-,~~N=o=m"'1l!.S~ r nc7l'A3,,T...-;:
~ rn~~:l~ 0
ClSNk.wf<;~ t ik~!!'I 1~~;;;:-~J~EJOl~"dl(l.H" .0.'r;~1~w1.T_

j.JJ\<lt
11';jt-U~
j()]
Hl~M
Ni D W.uri n
(tr';,i'rni 1,~h,J-<W:trn'l"l'1Ntnh1l11r~w;::cn/
.f,{:(l!),t-011
lCJJ}:>l WJMJ
.:.:~.O);f
?lJ,e;_;;i.
'1 .1,t'JJJ:rn
fi1.GG1
J..fr.11-a1 tCQ_[fj l'Nn.:,,be>::kMc~tc,~\".\! lfl'.%<lM pct>.11 UlMr.r."/1~\"'""'"!l) .l!J{)/(l-;) .J!CIJ.0&'.:) ,1)5_2:a
\-JllD3 \llf/.l c~;:,121'hr.-:lfn'.1":;1t 110.u:m J~JflU 11;oci0j ll.5)'S
T \-Jon-EH 1~1h'.f ;V'rk>(t~'~"'!c~;:1!il1'0~rllil'eMH -1\0,!llill 1Jll,t<'(l. .9JiH1'
Ii l-1~"-\H !'<lLJ ,,rJo<'t!f~'-; 111,C<t;-::i "'fUffi -84_7('(] 1! '2',1fl3
'l 1-J:i~O'.> 12S/!J 1 1r,1t,0~1p~);;l 1n,OCJ ~P,,;;oo .l'~.7()\J , /tl, n l
ill !-J~1Al.:i IZS-Hl iC~[li14,-.:;rni'WHl 1\?J>:Kf 2l1,1X'l.l I :!UJ,J11'i
11 1-,kr.-W \ltH<11':nt;;'~~P-<ltl >J<lJJ'.rJ ZllJJ/2 tn.??!l s:i,7na
11 1--J;;ei-D!l. !JOAO C"p1b1 rnp-;i,-n.ani 7i1JFJJ V2.(DO 1!iJ,Q~
11 1.1~~-tl;> n1.u.:; uah:rri! ;;~'..l n.~oo 21.U54 ~\.S-Vi ::\'3.It-'>
M !-J'11\ fi7 J.}IJ'Z() Cc,'ifol"'J.lilflfrf'I <'.i::<,f;tx} :!12/lli) 181,78
1$ ;.J"'1-0d 1<;1.w ~~l;rn;<ip.;;q C9At'11 M,l)Jll -H,l~-: ~:u;:n
1~ 1-J,>MJ:l isu:.-0 C!'.<pil:d1np)i'if--"~I 1Rfl).) 1,1zrnn Kf).'.Vi>

"
\ll
t!l
1-.li\.'lllS-
1..J:mil-g
111.71 ffr,;;j lrnl!~l' c~,.li~I ttl~~rl<l<nt
t11.71 fl'l~l h~11.-t; lnh"<dl ortbfllb cNllN '~/ll'~;l Ml"l-'lfl-
'.~1,!l-ilO
1,n5.nM ls.l,JI}'.!
2~-2.il-}i)
910,0-1(1
11.1\192
5$0_~,-fl

.."
~,~,.ct"""""""'"''"'?~-~~-----------------~------____J_______----~----~---'-"-:;'=*
{ _____ T_lw_,_,_ro_,_olh~I hul!n.t puyrHMl l~:_quWa!ent to

5. The following mathematical equation define" the iterative nature of the XIRR
functionality and forms the basis lhat underpins the use of the Microsoft Excel
functionality and shalf be used to determine the Settlement Amount:
 ~ ID C
J!!i}3,)
l[
75

5.i 0=
IH
~
p' ~(CPI,)
CP!,
, \
~( 0 ,1 : " 1) t ~~
pN
--
x( CP!,v
CP0._)
(~)
l v1he1e
,

L (l+RATJRR) (1+/IATJ!W) J

the varlabk]-S have the deftnHlons ascribed to lhern in clause '2.6;

5:1.2 PN is the r.omin2! value of SeHle1nent Arnount after taking into account
any Tax effects on !he Lender based on tho type of c8sh~l!ov; event;

CPlcJ is !he consumer prfce index corresponding lo the selllement dale

(DN) tri v:hfch PN ls to occur;

R/\TIHH is the capped rote that is used lo calculate iteratively the

Se!U0111enl ArnounL

5.2 Generally, the v'i!dety used lerrn 1'internal rate of return" (!RR) ull!tsecl in
ca!cu!ations involving n series of eash-nows events necessHales that cash-
floW3 occur at regular intervals, such as rrionthly or annually and H represents
the rate at 1,,vh!ch the net present value (NPV) of the cash-fia'/'JS is zero, Tl1e
internal rate of return is the interest rate received for an inveslrnent consisting
of pnyments (negative va!ues} and income (positive values) that occur at
regular periods.

5.3 XIRR allows for the calculation of internal rate of return for a series of
cash-nows not necessarily regular and allows far matching the casl1-flow to
the actual date of the cash-flow event. Microsoft Excel uses an iterative
technique for calculating XIRR.

6. The RATIRR shal! be calculated by the Lender and at its own expense and such
calculation shall be provided to the company within 7 (seven) clays after such
calculation. Should any party dispute lhe calcufalion, the IHR ;:ATIRR slial'}te _

~ !lril
~
 -~
~~I/JC
calculated by tho independent expert (defined in paragraph 7 below) end at lhe
expense of the subslanUally tmsuccossful Party, The independent expert shail ad
shall set as expert and not as an arbitrator and Its decision shaH be fin8! and blnding
on tile Parties save in the case of !Tran\fest arithmetic error or fraud.

l, Jn the absence of aQree1nen! belv1een the Partios an independent expert nppointed

by the auditors of tile Lender, at !he request of tt1e Lender or !he Borro\1Jer, provided
tllot such lndep0ndent expert shaH be one of 1-..ledbank, Standard 83nk,
Ahsn/Bnrc!ays, Jnvestec, J P (Viorgnn and Deutsche Gani<. The lnclependen\ expert
sha!I b2 impnrlia!, t-'tnd not constrained to act by any existing or potential conflict of
lnteresL Thn 'independent expert sha!1 act as an expert and no! ns an orbllr<:Jlor. The
decision of lhe independent expert shall be final 2nd binding on lhe Parties s2ve tn
the case of a rnanifest arithmetic error or fraud. The fees and/or expenses of the
Independent expert sl1al1 be paid by the predo1ninanHy unsuccessful Pariy.
 77

ANNEXURE "B"

FORM OF ASSIGNMENT AGREEMENT

.(
 EXECUTION VERSION

ASSIGNMENT AGREEMENT

Oel\veen

OAl\BAY RESOURCES AND ENERGY (PROPRIETARY) LIMITED

OAl\BAY JNVESTMcNTS (PROPRIETARY) LIMITED

and

ACTION INVESTMENTS LIMITED

and

INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED

URANIUM ONE AFRICA LIMITED

BOWMAN GILFILLAN INC.

165 VI/est S!reet
Sand too
Johaonesbura. ?.146
 Page 2.

TABLE OF CONTENTS

1 DEFINITIONS AND INTERPRETATION .. ................................... 4

2. CESSION, DELEGATION AND ASSIGNMENT ..... ............... 7
3 CONSIDERATION ...................................... . ................. 8

4. NOTICES AND OOMICILIA ,. .............. . .......................... 8

....................... !O
GOVERNING LAW.
JURISDICTION ............................. . .. ............... ID
G.
7. WARRANTY OF AUTHOHITY ..... .
SEVERABILITY ...... ..
. ....................... 11
8.
GENERAL ........... ..
I
8.
10. COSTS .......................................................................................................................12
 Page 3.

ASSIGNMENT AGREEMENT

Among

OAl(BAY RESOURCES AND ENERGY (PROPRIETARY) LIMITED

a company incorporated under the 1-Dws of the Republic of South Afr!ca
(Regislra!ion No. 20091021537/07)
("ORF)

and

DAKBAY INVESTMENTS (PROPRIETARY) LIMITED

a coinpany fncorporated under tile la 1N;:, of lhe Republic of 8ou\.h Afrlc:a
(11egistraUon No. 20061017975/07)
("Oakbay"i

and

ACTION INVESTMENTS LIMITED

a cornpany incorporated under the IB\VS of Mauritius
(Registration No.091783)
("Action Investments")

and

INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED

a corporation established under section 2 of t110 Industrial Devclopmenl Corporation Act 22
of 1940
(!he "Lender")

ond

URANIUM ONE AFRICA LIMITED

a company incorporaled under the laws of the Republic of South Africa
(Registration No. 1921/006955106)
("UOAL")

WHEREAS:

A. The Lender has agreed to provide OFIE with a term loan lacillty (tl1e "Facility") lo
partially fund the acquisition of the UOAL Claims (as defined in the Loan Aareeme.111

(as defined below)). ~~ .

\~J
-v/,'
 B. It is recorded that the intention of the Lender and ORE was for the Loan to be
advanced to UOAL prior to the Sale Closing Dale to enable UOAL ta repay a portion
of the Sale Clairns and achi~ve a reduction in the purchase cunskieration under the
Sale Agrec,menl.

C. The advance of the Loan to UOAL pi 1or lo the Sa!e Closing Dale i,vas nol 8cceptabJe
to Uran!!Jrr1 i cind accordlngly t\1e Lender, (};::i\-d)sy 1 Action !nvestrnents and ORL: have
agreed !hat, subject to the fulfi!rnent cf r.iti relevant conditlons to advance of tile Loan,
the Loan wH! be advanced to OF~E on the Dra1Ning [)ale s!r!cl!y tor the purpose
referred to !n clause 2,3 of the Loan Agreement.

0, The Parties f1ave agieed that lhe rights and oblfgafiont1 of ORE as Borrovve-r under
the Fin;:;nce Documents to vvh!ch it is a party as c.t the /t,sslgnnrent nrne, will be
ceded and delegated to UO,l\L al the Assign1nent 1i1ne in order to g1ve effect to the
inlention of !he Lender, Oakbay, Aclion lnvos!ments and ORE referred to in
paragraph B above and that lJOAL wl/I assume all of lh9 obligations of ORE as
Borrower under the Finance Documents in consideration for ihe dlscharBe of so n1uch
of the Sale Claims "" are equivalent to !he Loan at the Assiymnool Time.

E. In order to give effect io the agreernent of the Parties referred to in paragraph D

above the Parties \Vlsh to enter lnto thls Agreen1enL

THE PARTIES ACCORDINGLY AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1, 1 The headings to the clauses and schedules of this Agreement are for reference
purposes only and shall in no way govern or affect lhe interpretation of nor modify
nor amplify !he terms of fhis Agreement nor any clause or schedule l1crcof.

1.2 Terms used (but not olherwise deOned) in lilis ;\greement have the meaning
given to them in the Loan Agreemenl (os d,rined below). In addition, unless
inconsislenl with the context !he words and expressions set forth below shall bear
the following meanings and cognate expressions shall bear corresponding
meanings:

1.2, 1
 Page 6,

1.2.2 "Loan Agreernent' 1 means the Loan /\greernent entered into or to he

entered into on or about the Signaturn Dote between the Lender, ORE,
P..ctio11 !nveslrnents and Oakbay 1 pursuant to whlch the Lender advances a
loan facility to ORE;

L2,3 "Parties'' moans ORE, Oakbay, Action Investments, lhe Lender and UOAL
zind ''Parly" 1neans, :JS !he context requires, any one of !hern;

i.2A "Signature DateH rne;-_ins the dotR of the signature of the Party !at-;t signing
this Agreement in time.

i .3 Any reference In this Agreernent to:

1,3, -1 an 'affiliate" me2n'.\ in relation to any person, a subsidiary of that person or

a holding company of that person or any other subsidiary of that holding
company;

1.3.2 a ''clause" sha!!, ~ubject to any contrary indication, be construed as a

reference to a c!ause hereof;

1,3,3 a "holding company" shall be conslrued in ;;.iccordance v1ilh fhe Companies

Ac!, 1973;

1
1.3A 'kiv/' shatl be construed as any la\V (inclucllng con1mon or custon1ary faiiV)
or statute, constitution 1 decree 1 judgrnenl, trealy1 regulst1on, directive, bye-
lavv1 order or any other fcglsl<::1Hve rneasure of ,any government,
supranational, local government. statutory or regulatory body or court;

'L3.5 a "person" shai! be construed as a reference to any person, frrm, company,

trust, scheme, corporation, government, slate or agency of a state or any
association or partnership (whether or not having separate leg'll
personality) of two or more of lile foregoing;

1,3,5 a "strbsidimy" shall be construecl in accordance wil11 lbe Companies Act,

1973.

1.4 Unless inconsislenl vvlth the con!ext or save where the contrary ls expressly
indicated:
 1.4:1 If any provision in a definition is a substant!ve provision conferdng rights or
in1posing obligations on any Pnrty, nolwlthstsnding that it appears only ln
this fnterpretatfon clause, effect shall be given to (t as if ft ViJere a
substantive provision of this Agreement;

1.4.2 when any number of days ls prescribed in this /\gree1nent, same shall be
reckoned exctuslvely of the flrsl <'lf!d fnclus:ive!y of the Inst day unless the
fast day faHs on 8 day \vhich is not 2 Ousiness Day 1 in \Vhlch case the Inst
day shall be the next succeeding Business Day;

1,4.3 hi the event that the day for payrnGnt of any arnount due fn tenns of this
Agreement should fail on a day \Nhich is not a Business Dayj the relevant
day for payment shaH be the previous Business Oay;

1A.4 in the event that the day for performancH of any ob!igalion to be perforn1ed
ln terms of this Agreernent shoiJ!d fall on a day v<J!1ich Is not a Business
Day, the relevant day for perforrnance shafl be the subsequent Business
Day;

1.4.5 any reference in this Agre.ernent to cin enactment ls to th'1t enachnent as .al
the S!gnature Date and as an1t:n-1ded or re-enacted frorn Hrne to tin1e;

1.4.G any reference in this Agreernenr to tris fa,gree1ncnt or any other ogreernen!
or docurnent shall be construed as a rnference to this- Agreemenf or; as fhe
ca$G rnny be 1 such other ogreement or docun1enl as !he same may have
been, or may from lime lo lime !Je, amended., varied, novaled or
supplemented;

1.4.7 no provision of this Agreement constilutes a stipulatlon for the benefit of ,

any person who is not a Party to this Agreemenl;

1.4Jl a reference to a Party includes that Party's successors-in-liUe and

permilled assigns.

1.5 Unless inconsistent wHh !he conit:Jxt 1 an. expression which denotes:

'l,5.1 any one gender indudas the other genders;

1 5,2
 Page 7.

1.5.3 !he singular includes fhe plural and vice versa.

i .6 VI/here any term is defined vv\thln the context of any particular clause in this
Agreement, the terrn so defined, unless if is clear from tf1e clause in question that
the term so defined has: lhnited application to the rerevant clause, shall bear the
s::une nu;aning as ascribed to il for ;;ill purposes \n tenns of thls Agceernent.
noll<vithstanding th';_lt that lerrn has not been defined in this interpretation clause.

7 The rule of con;;!ruction that, in the event of 2rnblguily, the contract sha!! be
interpreted against the Party responsible foe tht~ draf!ing tJ1ereof, shall not app!y in
the intcrpretatlon of this i\greement.

i )J The e>:piralion or lerrnlnallon of this Agreement shall not affect such of the
provisions of this Agreernent as expressly provide that !hey v1\Jl operate Bfter any
such e.xplraiiorl or termination or V1lh!cl1 of necessity must conlinue to have effect
after such expiration or termlnation 1 notvvithstanding that the clauses then1selves
do not expressly provide for thfs.

ts This Agreement shall be binding on and enforceable by tlle estates, heks 1

executors, ad1ninlsirators, trustees 1 perrnlHed assigns or liquidators of U1e ParHes
as fully and effectually as if they hmi signed thi" Agreement in the first instance
and reference to any Pruty shall be deerned to 1nclude such Party's estate, heirs,
executors, administrators. tfus!P.es, pei rr:itted '1Ssigns or liqvidalors, as the case
may be.

1. 10 Tt1e use of any expression in this Agreernent covering a process available under
South African taw such as winding up (without firnilation eitlsdem generis) shall. if
any of !he Parties lo this Agreement is subject to !he law of any other jurisdictlon,
he construed as including any equ!valant or analogous proceedings under the
Jaw of such other jmisdiction.

1.11 Where figures are referred lo in numerals ancl in words, if t11ere is any connicl
between the two, the words shall pi evaiL

2. CESSION, DELEGATION AND ASSIGNMENT

2.1 ORE, in its capacity as Borrower under tile Loan Agreement, hereby cedes,
dalegales and assigns to UOAL all of its rights and obligations under !he Loan \~ .
Agreement witll effect from the Asslgnmen! Time, so Jl"\ UOAL~all be ~\[\

IP::_)~ \
/ij - ~~/, ' \_)
@...
 Page 8,

subsiiluted in all respecis for ORE_ V>'Hh effnct frorn the Assignment Tiine as the
Borro\rver under the Loan Agreen1ent

2.2 UOAl hereby accepts the cesslon, defegaHon and assifJnment rnforred to in
clause 2. 1 and undertakes to be duly bound by all the terms and conditions of lhe
Loan Agrcerncnt ~is the Borro1Ner \Vith effect fron1 Illa Assignment Ti1ne

2,'.i UOAL f1ereby undertakes to be bound to 311 actions fowfuHy h:ikcn by ORE and/or
Oakbuy andlor Ac!lon Investments in relzillon to lhe Loan Agreement prior tu !he
1\ssifjnnH1nt nme 1 as if such actions i1nd been ta!<en by UOAL.

2.4 The Lender, by its sign;;iture hereto, consents to th!s. ces:~ion, delegation and
assignment referred to in douse 2. I 0nd agrees la tl1e substitution of ORE with
UOAL as the Borrower in terms of the Loan Agreement wilh effect from the
t'\ssignrnent Tlrne,

3. CONSIDERATION

With effect at !hs Assignrnenf T!rnc, and in consideration for UOAL assuming the rlgh!s
and obligattons of ORE as Borravver under lhe Loan Agreernent 1 the cess!onj
dele:gntion and assignment referred to in clause 2.1 shall be construed as a repayn1ent
by UOAL to ORE of so much cf the Sale Claims as are equivalent to !he Loan
outstanding at the Assignrnent Time.

4. NOTICES AND DOM/CILIA

4.1.1 Each Party chooses the address set out opposite its name be-lovv :as Hs
address to which any wrilten nolice in connection with this Agreement may
be addressed.

4. 1.i.1 ORE:
89 Gazelle Avenue
Corporate Park South
Mid rand
Telefax No. (011) 512 1100
Attention Mr .L R Parekh
 Page 9.

4.1.L2 Oakbay:
89 GazBHe Avenue
Corporate Pnrk South
ivlidrand
Telefax No. (Qi!) 542 1100

/\ttentlon lVI I J. R. Parekh

4.1.1.3 Action !nvestments;

89 Gazelle /\venue
Carpor;::te Park Souih
Midrand
Telefax No. (011) 5~2 1100

Altt:nlion Mr J. R. Pmckh

4.1.1.4 Lender:
19 Fredman Drive

2196
Telofax No. (011) 269 3116 or (011) 269 3115

Attent1011 Head Mining S8U

4.U.5 UOAL:
89 G<:1zclk~ Avenue
Corporvte Purk South
Midrnnd
Telefax No. (011) 542 1100
Attention Mr J. R Parekh

4.1.2 Any notice or communicatron required or permitted to be given in tern1s of

t11is Agreement shall be valid and effective only if in writing bul ii shall be
cornpelenl lo give notice by telefax transmitted to ifs telefax number set out
opposite its name above.

4:1.3 Any Party may by written notice lo the other Parties change its chosen
addresses and/or telefax number for the purposes of clause 4.1.1 lo any
other address(es) and/or telefax number, provided that lhe change slla!I
become effective on !he fourteenth day after the receipt of the nolice by the

addressee. L?J ~ ~j~

f::'- ~/. ~{%
 Page 10,

J\ny nolice given in tern1s of lhis Agreernenl shall:

if sent by a courier service be deemed lo have been received by ihe

addressee on the 7 1h (seventh) Business Day folfov.iing the diJte of
such sending;

41.4 2 if c!ellvered by h0nd be deemed to have been received by tl~e

addressee on the d3fe of delivery;

4.i.4.3 if transmitted by facsirnlle be deerned to have been rece(Ved by the

-addresser~ on lhn nrst Business Day after the date of trBnsrnission;

( unless the cor.!rary is proved.

Nolvvithslanding any-thing io !he contrary herein contafnecl, a vvritten notice

or communication actually received by a Party shall be an adequate 1Nrltt-en
nclice or communication to it notwithstanding that it was not sent to or
delivered al !ts chosen address andlor lelefax number.

4_2 Dornfcilia

1L2.1 Each of the P3rHes chooses its physicnl address set out opposite its narne
in clause 4. i as its dorniciliurn citandi el executandi at vvhfch documents in
legai proccedlngs in connectio11 with !his Agreeinenl may be served.

4.2.2 Any Party may by written notice to the other Parties change i!s dom!cilium
frorn thne to tirne to another address, not being a post ofrlce box or a poste
restanlo, in Soulir Africa; provided that any such change shall only be
effective on the fourteenth day after the receipt or deemed receipt of the
notice by the other Party pursuant to clause 4.1.4,

5, GOVERNING LAW

The entire provisions of this Agreement shall he governed by and construed in

accordance with the laws of South Africa

6, JURISDICTION

The Paities hereby irrevocably ond unconditionally ronsent to the non-exclusive

1urisd1ct1on of the South Gauleng l ligh Court, Johannesburg (or any successor to that

division) 1n regard to all matters arising from this Agreement. /' ~;

~
fV\
I .
)\- j
~y, ~-
 Page 1-1.

7. WARRANTY OF AUTHOTllTY

Each Party warrants lo the other Parties !hat it has the pov1er, nutt1orlty and legal rlght
to sign and perform !his Agreement and !hai this Agreement has been duly authorfsed
by all necessary acUons of lts directors and co:istitutes valid and binding obligations on
it in accordance \Vi!h !he tenns of this Agreement

S. SEVER1'.BILITY

Each provbion in lhis AQreernent is severable frotn al! others, notv1Hhs!anding lhf~
n1a:nner in i,.vhich they rnay be !inked tooelher or grouped grarn1naHc2!!y, and if in tenns
of any judgment or order, any provision, phrase, c.cntcnce, p3r3gn1ph or clause is
found lo be defective or un2nforcea~Jle for any reason, the re-rnaining provisions,
phrases, sentences, pnrarJraphs and clauses shall nevertheless continue to be oi fu!J
fcrce_ In partlcu!nr, and \VithoUl Hrriiting !he generality of the iJforego!ng, the rarties
hereto acknov,1ledqe their Intention lo continue to be bound by this AgreG1nent
notvvfthstandfng !hat any provision may be fuu1d lo be unenforceable or vvid or
vo!dab\e, in vJhich event lhe provision concerned shar! be sever,3d from lhG other
provisions. eBch of which shall con!inue to be of full force.

9. GENERAL

9:1 This docun1ent constitutes l~\e sole record of fhe Aureen1e-nt between !he Parties
in reganJ to the subjtod matter thereof.

9.2 No Party sha!! be bound by any express or implied tern1r represenlnlion 1

warranty, promise or the like, nut recorded herein.

9.3 No addition to, varlatlon or consensual cancellation of this Agreernent and no

extension of Ume} v;aiver or relaxation or suspension of nny of the provisions or
terms of this Agreement shall be of any force or effect unless in writing and
signed by or on behalf of oll lhe Parties.

9.4 No latitude, extension of time or ot!ler Indulgence which may be given or allowed
by any Pmly lo any other Party in respect of the performance of any obligation
hereunder or enforcement of any right arising from this Agreement and no single
or partial exerelse of any righl by Rny Party sha!f under any circun1stances be
construed to be an implied consent by such Party or operate as a waiver or a
novation of, or olherwise affecl any of lhat P<.:n!y's rigf1ts fn tern1s of or arisir1g

;mm "'' "''~_, m 0>hl;""'" ''"';, '"'" """'d'"' ~"'$;",

 notice, strlcl and punctual compllanc:e vvlth each and every provision or tenn
hereof.

9.5 The Parties undertake at all ti1nes tc do al! such things, io perforrn au such acts
and to tako <JI! such steps and to prucure the doing of all such th1ngsi the
perforrnance of at! such actions and the taking of a!I such s!eps as rnay be open
to lhern and necessary for or indden(al to lhe putting into foffoct or rnalrtlenance
of lhe terrns 1 cond1Hons and irnport of this Agreernent

9.8 Save as ls spec!fica!ly provkied in thls Agreement, no Pariy sha!I be enUt/od lo

cede or delega!e any of its rlgh~s or obHnatfnns under this P.,greernent tNHl;oul the
prior vvdHen conse;1t of the other PBrtlcs affected by such transfer of rights or
obEgations, \.Yhlch consent may not be unreasonably 1,v1lh!1ctJ or delayed,

10. COSTS

10.1 ORE sha!( bear !he costs of the negotiation, preparation and execulion ot this
Agr0en1ent and the conip!etion of the transact!ons therein contemplated,

10.2 All legal costs incurred by any Party in consequence of any dcfnull of the
provisions. of this f\greement by any other Party shaU be payable an dsrnand by
the defaulting Party an the scale as between attorney and ov1n cHent and shall
include collection charges, the costs Incurred by the non-defaulting Party in
endeavourlng to enforce such rlghts prior to the lnstHution of legal proceedings
and the costs incurred in connection with lhe satisfaction or enforcon1ent of eny
judgement av,,rarded in favour of the non-defaulting Party in relation to its rights in
l.erms of or arising out of this Agreement.
 Page 13.

on 2010
SIGNED at
For:
OAKBAY RESOURCES AND ENERGY
{PROPRIETARY) LIMITED

AUTHORISED SIGN.~TORY
v;ho warrants that he/she ls duly authorised !here lo

AS WITNESSES:

1.

2.

on 20!0
SIGNED at
For:
OAl\BAY INVESTMENTS (PROPRIETARY)
LIMITED

AUTHORISED SIGNATORY
who warran!s !hat he/she is duly authorised thereto

AS WITNESSES:

2.
 Page14.

on 2010
SIGNED at
For:
ACTION INVESTMENTS LIMITED

AUTHORISED SIGNATORY
who warrants tha! he/she is duly authorised thereto

AS WITNESSES:

2.

SIGNED at on 2010
For:
INDUSTRIAL DEVELOPMENT CORPORATION
OF SOUTH AFRICA LIMITED

AS WITNESSES:

1,

2.
 Page 15.

SIGNED at on 2010
For:
URANIUM ONE AFRICA LIMITED

AUTHOl{ISEO SIGNATORY
\Vho warrants that he/she is duly nuthor/sEd there.to

f\S WITNESSES:

2.
 ANNEXURE "C"

FORM OF ACCESSION UNDERTAKING

To: lndustrisl Oevelopn1ent CarporaUon Limited

Frorn: [Additional Guaranlor]

Dated:

[h::ar Sirs

UR/l,NIUM ONE AFRICA LIMITED I OAi<BAY INVESTMENrs (PROPRIETARY) LIMITED:

ACCESSION UNDERTAl\IMG

L V1.1e refer to the Loan Agreernent dated [ J Aprfl 20-10 entered into behveen Industrial
Development Corporation Limiled, Oakbay lnvestrnen!s (Proprle!Hry) Limltedi Oakbay
Resources and Energy {Proprietary) Lin1ited and Action Investments Limited (the
"P\greemenr),

2. This is an Accession Underlaking. l'errrs defined ln !he Agreernent h8ve the sAme
rneanlng ln this Accession Undertaking unless given a different n1eanitig In this
1\ccessio11 Undertaking,

3. [Insert narne of Addilional Guaran!ur] agrees to become an Additional Guarantor and

to be bound by !he terms of fhe Agreement as an Additional GucJrantor pursuanl lo
cbuse i3.9 of the Agreement [Insert name of Addilional Guarantor) is a company
duly fncorpor1ted under the laws of [nan1e of re/evanljurisdir:tlon].

~ [loseit name of Additional Guarantor's] adrninistrative details for lhe purposes of

clause 35. 1.1 A of the Agreement aro as follows:

Address:
Fax No:
AUention:

5, This Accession Undertaking is governed by South African Jaw.

 79

Yours falthfu!ly

For: !insert name of Additional Guarantor]

 Page 3,

ASSIGNMENT AGREEMENT

An1ong

OAl<BAY RESOURCES AND ENERGY (PROPRIETARY) LIMITED

a cornpany lncorporated under the knvs of the Repubifc of South /\frica
(Regis!ra!ion No, 20091021537/07)
('ORE")

and

OAf\BAY INVESTMENTS (PROPRIETARY) Lli\\ITED

a con1pany incorporated under lhe !a1Nf, of the Rep~1hHc of SouH1 Africa
(Registralion No, 20061011975/07)
("Oak bay")

and

ACTION INVESTMENTS LIMITED

a cotnpany incorporated under the laws of Mauritius
(Registration No.091783)
("Action Investments")

and

INDUSTl'IAL DEVELOPMENT CORPORATION OF SOUTl11\FRJCA llln!TED

o corporation established under secliori 2 of the Industrial Devolopmenl Corporaiion Act 22
of1940
(U1e "Lender)

and

URANIUM ONE AFRICA LIMITED

a company incorporated under !he laws of the Republic of South i\frica
(Registrn!ion No. 19211006055106)
("UOAL")

WHEREAS:

A. The Lender has agreed to provide ORE with a term loan facilily (lhe "Fc,cility") to
partially fund the acquisition of the UOl\L Claims (as dctined in the Loan Aareement

'" ""~ oor~)) '~l~

 Pago 4.

B, I! is recorded that the intention of the Lender and OflE was for the Loan to be
advanced to uoAL prior to the Sale Closing Date to enable UOAL lo repay a portion
of t~o Sale Claims and achieve a reduction in the purci1a:se cons1deratlon under the
Safe Agreement.

C. The advance of the Lo2n to UOAL prior to lhe Sn!e C!oslng [)ate was not acceptable
to Uranium 1 and accordingly Hie Lender, Oakbay, Action lnves!rnents and ORE have
agreed that, subject to the fulfilment of a!f relevant conditions to 2dvance of the Loan,
the Loan will be advanced to Of\E on the Dr:avJing Dale stric(ly 'for the pu!'pose
referred to In clause 2.3 of the Loan /\greernenL

D. The Parties have agreed that the rlghts and obl:gations o~ C)RE as Borro'iiver under
the Finance Documents to 1tvhfch ft is a par!~/ as at the Assignrnent T1rne, \VfU be

ceded and delegated to UOAL a! !he Assignment Time in order to give oftecl to the
intention of the Lender, Oakbay, Action Investments and or"\E referred ta ln
paragraph B above and that UOAL will assume an of the obligations of ORE as
BotTO\Ver under the Finance Documents in conr:>ideraHon for the discharg2 of so rnt.Jci1
of the Sale Cl@ims ris are equivalent to the Loan at H:e AssJgnrnent Time.

E. in order lo give effect to the agreernent of H1e Pat!ios referred lo in paragraph D

above the Parlies vi1ish to enter Into this ,t\greernen.L

THE PARTfES ACCOflDINGLY AGREE AS FOLLOWS:

'L DEFINlTIONS AND INTERPRETATION

1. 1 The headings to the clat1ses and schedules of !his Agreement are for reference
purposes only and shalf in no way govern or affect the interpretation of nor modify
nor amplify the terms of this Agreement nor any clause or schedule hereof.

1.2 Terms used (but not otherwise defined) in this Agreement have the meaning
given to them In !ho Loan Agreement (as denned below), In addition, unless
inconsistent with the context !ho worl!s and expressions set forth below sllatl bear
the following meanings and cognate expressions shaN bear corresponding
meanings:

1.2, 1
 Page 5.

1.2.2 "Loan Ag1eemeni1' means the Loan Agroen1ent entered into or to be

entered into on or about the Signature Date between !he Lender, ORE,
Action lnvestrnents a~d Oakbay, pursuant lo 1r1hlch the Lender advances a
loan facility to Of<E;

1
"1.2.3 ' Parties" moans OREi OB!<b8y 1 Ac!ion Investments, the Lander and UOAL
and "Party" means 1 as !he context requires, any one of the1n;

"Signature Dale'' n1e~1ns the date of the signature of the Party last signing
this Agree1r1ent in tlrne.

1.3 A.ny reference. in this r\greernent to:

t:3.'I an "affiliate" 1neans, '1n r-ek1Bon to any person, D subsidiary of that person or
a holding company of lhal person or any other suboidlary of that holding
company;

1.3.2 a "clause" shall, subject to any contrary indication, be construed as <J

reference to a cl8usc: hereof;

"i.3,3 a "hold~ng co1npany" sha!l be constru,~d in accordance \Nllh the Compnnies

/\et, 1S73;

13.4 1
'JaiN" shn!l be construed as any lav.1 (including cornmon or custo1nary iavv)
or statute, constitution, decree, judgmenl, troaly, regulation, directive, bye-
law, order or any other 1.eglslative me8sure of _any government,
supranational, local government, statutory or regulatory body or court;

1.3.5 a "person" shall be construed as~ reference to any person, firm, C'..ornpany,
trust, schen1e, corporation, governn1en!! state or agency of a state or any
association or partnership (whelhor or not having separate legal
personality) of two or more of lhe foregoing;

1,36 a "subsidiary" s!lal! be construed in accordance vvHh the Compnnies Ac!,

19'13.

'L4 Ur.less inconsistent with the context or save where the contrary is expressly
indica!ed:
 Page 6.

1.4:1 if any provision in a definHion is a substantive provision conferrin9 rights or

imposing obligations on any Party, nolw'thslanding Iha! it appears only in
this interpretation clause, effect shall bo yiven !o H as if It \Vere a
substanHvc provision of this Agreement;

iA.2 wr1en any number of days is prescribed fn this Agreernent, same shall be
reckonfld exclusively of !he find :::ind fnclusfve!y of lhe fast day unless the
last day faii.s on a day 'Nhich is not a Business Day, in v1htc:h case the !ast
day shf1!1 be the next succeeding Business Day;

in the event lhat !he d2y for pnyment of 2ny arnount due In tenns of H1!.s
1\greement should fall on a drJy V)hich is not a EJu5iness Day, the relevant
day for payrnent shall be the previous Business Day;

1.4A in the event that the day for pe1fonnance of any obligation lo be performed
in terms of thfs Agreenient should fail on a day 1,ivhlch is not a Business
Day, the relevant day for pcrforrnarice slla!! be !he subsequent Business
Day;

'1,4.5 any reference in th!s Agreement to an ennclrnent is to that enactn1ent as at

the Signature Date and es aniended or re-enacted from. U;ne to tin1e~

1.4 6 any reference in thls Ayreen1ent to this P.gree1nent or any ottoer agreernent
or document shall be corrs!rued as a reference to this t\greernent or, as the
case n-iay be 1 such other agreement or document as the some may 1-1ave
been, or n1ay from time to Urne be, arnendcd 1 varied, novated or
supplomenied;

1.4,7 no provision of this Agreement conslllules a stipuiaUon fo1 the benefit of

any _person vvho is not a Party to this Agreernent;

1A.8 a reference to a Party includes that Party's successors-in-title and

pennitled assigns.

1,5 Unless incons!stent with the conlext 1 an expression which denotes:

J .5.1 any one gender includes the olhor genders;

L6.2 a natural person includes an art1ftdai person and vice versa; and~ ~-

\~kJ
-f)7ffe1-
 Page 7.

1.5.3 the singular includes lhe plural and vice versa.

1.6 Where any term is defined witl11n the context of any particular clause in this
Agreemenl, the lenn so defined, unless H is clear from the c~ause in question that
the terrn so defined has !in1Hed aplicaiion to the relevant clause) shall Gear th-e
sarne meaning as as.crlhod to ll for a!l purposes in terrns of this Agreernent,
notwithstanding lhal lhat lerm has nol been defined in tills lnlerpretalion clause.

i 7 The rule of cons.truc\lon that, ln the event of an1biguH:~l, the contrac:i shall be
interpreted agninst tho P8rty rehponsib!e fur the drafting thereof, shall not apply in
!he lntcrprel;.,Hon of lhis ;:\greernent

1.8 The explrallon or lerminaUon of this Agreen1er.t shall not affecl such of U1e
provisions of this Agroan1ent as exp;essly provlde that they V>/ill operate after any
such expiration or terrninaUon or \Vhfch of necessity rnus! continue lo have effect
after such explrallon or tem1!naU0n, noti:1Hhstandi11g that the clauses then1se!ves
do not expressly provide for !hfs,

J ,9 This Agrcernent sh2l! be binding 011 and enforceable by lhs estates, heirs,
executorsj ad1ninislrators, trustees, penrdtted assigns or liquidators of the Partfes
BS fully and eHectuar!y as if they h~Jd signed this Agreeinent in the first instance
and reference to any Party shall be deerned to include such Party's estate, heirs,
executors, administrators, trustees, permitted <Jssigns or lfquldators, as the c;;:ise
maybe.

'l .10 The LfSe of 80Y expression in !his 1\ureement covering a process nvailable under
South African law such as winding-up (without limitation eiusd"m generis) shall, if
any nf the Parties to this Agreement is subject to !lie law of any other jurisdiction,
be construed as including any equivalent or analogous proceedings under the
law of such other jurisdiction.

1.11 Where figures are referred lo in numerals and in words, if there is any conflict
bel\veen the hvo, the vvords shall prevaiL

2. CESSION, DELEGATION AND ASSIGNMENT

2.1 ORE, In its capacity as Borrower under lhe loan Agresrnenl, hereby cedes,
d1,legales and assigns to UOAL ail of its rights and obligations under Iha Loan

Agreement with effecl from !lie Assignment Time, s:'f:.UOA~ bo

/u - ~/.
 substituted in all respec!s for ORE will1 effect from the Assignment Time as the
Borro1,ver under !he Loan Agreement.

2.2 UOAl hereby accepts the cession, dr::legaUon and Dssi_gnmenf reforred to in
clause 2. 1 and undertakes to be duly bound by all the terms and conditions of the
Lonn /\greernent as the Borroi.,vcr \-V1th effect froin the Assignn1en( Time

2.3 UO/\L !10reby u11dertakes to be bound to all acHons lav;folly taken by OHE and/or
O;::ikbay ;;nd/or AcHon !nveslrnents in relation lo the Loan Agreement prior to the
Assignment Time, as lf such actions had been taken by LJ(JAL.

'.l.-4 Tl1e Lender, by 1ts sign21ture hexeio, consents to this cession, dcfegaf:on CJnd
assignment referred tfJ in clause 2, i 8nd agree,.s lo the substitution of ORE v1ith
UOAL 2s the Borro~ver !n terfns of th0 Loan Agreernent with effecr, fron1 !he

Assig111nenf TirnEL

3. CONSIDERt,TION

VVHh effect at the Asslgnrnent T!rnci and in consideratlon for UOAl assuming the right:;
and obligations of ORE ;:1s Borro\iver under the Loan Agreement_ tbe cession,
delegr.itton and assignme.ni referred to in ci<~use 2, 1 shall be construed as a repayrnent
by UOAL to ORE of so rnuch of the Sale C!afrns as are equivalent to the loan

outstanding al the Assignn1ent Tlrne.

4. NffflCES AND DOM/CILIA

4:1 Notices

~. 1.1 Each Party chooses !he address set out opposite its narno below as its
address to which any written notice !n connection wilh this Agreement may

be addressed.

4.1.1.1 ORE:
89 Gazelle Avenue
Corporate Park South
~JI id rand

Telefax No. (011) 512 1'!00

Attention Mr J. R. Parekh
 Page 8.

4.'1.12 Oakbay:
ag Gazelle Avenue
Corpomle Park South
Midranc!
1-elefax f\Jo, (Oil) 5421100
f\tlenHon Mr J. R Parekh

4.1.1.3 Action Jnvestrnents:

Corporate Pc.rk Soulh

Midrnnd
Telefax No. (011) 542 1100
/\!tenUon Mr J. R. Parekh

4.1.1.4 Lender;

SandoVJn
2196
Toiefax No. (011) 269 3116 or (0'11) 269 3115
Attenlion Head Mining SBU

4.1.1.5 UOAL:
89 <3azelle Avenue
Corporate Park South
Midr"ncl
Tclofax No. (011) 542 1100
Attention Mr J. R. Parekh

4.1.2 Any notice or communicalion requirad or permitted lo be gh1en in terms of

this Agreement shall be valid and effective only if in writing but it shall be
cornpetenl to give notice by telefax transmitted to its te!efax number set out
opposite ils name above.

4:!.3 Any Party may by written notice lo !he other Parties change its chosen
addresses and/or telefax number for the purposes of clause 4:1.1 to any

~:::::"'" " .. '""'"

olhN addmss(es) and/or telefax number, provided !hot the change shall

,~~~'" '""~~"~~ .. r
t: )/- r,r~
\~.
 Page iO<

4.1.4 Any notice given in terms of this Agreement shall:

if sent by a courier service be deemed lo have been received by the

.addressee on the 71r, (seventh) Buslness Dciy following the date of
such sending;

4:1 /12 if- delivered by hand -be deemed to have been recelvcd by !ho
add1esser-~ on the date of delivery;

4.1.4.3 if lransrnlHell by racs!miic be deen1ed lo have been received by the

addressee on the first Business Day after the date of tr21ns1ni~1sio-n;

nn!ess ihe contrary is proved.

MolwHhstBnding anything to tho contrary herein contalneJ, a vvriHcn nollce

or cornmunicativn astua!ly received by a Party sha!! be an adequctte vHHten
notice or corninun1cai!on to ft, no-tv.iithstandlng that it \!Vas not sent !o or
delivered at Hs chosen address and/or lelefax nurnber.

'1.2 Dornicilia

4.2.1 Each of !he Psrtfes r.hooses its physical address set out opposite its nsuue
in c!ausc 4. i as ils don11Citlun1 cita11di et executandi at which docun1ents in
legal proceeding: in connection VJ!th th!s Agreement rnay be served.

4.2.2 Any Party n1ay by written notice to the other Parties change its domlciiium
froin Hn10 to Hn1e to another address, not being a post office box or a posfe
restente, in Soulh Africa; provided that any such change shall only be
effective on the fourteenth day after the receipt or deemed receipt of !he
notice by !ho other Party pursuant to clause '!. 1A.

5. GOVERNING LAW

The entire provisions of this Agreement shall be governed by and conslfl!ecl in

accordance with the laws of South Africa

6. JURISDICTION

The Parties hereby irrevocably and unconditionally consent to !he non-exclusive

jurisdiction of the South Gauteng High Court, Johannesburg (or ony successor lo that
division) in regard to all matters arising from this Agreement. ~

rr-~/.
 Page 1l

7, WARRANTY OF AUTHORITY

Each Party warrants to !he other Parl1es lhat H has the power, aulhorily and legal right
to sign and perfotrn !his Agreen1ent and that lhts Agreernent has been duly o-uthorised
by 2l! nt~cessary actions of its directars and constitutes valid and binding ob!Jgations on
!t in acr::ordance wHh \he tcrn1s of this AgreernenL

8 SEVE!\1\BILITY

Each pro1J]sion in Ufrs Agre:erneni ls severable from all ulh8rs, nolvJilhstandin9 the
rnanner in \Vhich !hey rnay be linked tonether or grouped granun:atlca!ly, and if in terrri:.:>
of any judgment or orc!er1 ony provision, pllrase, senlence, pBragraph or c!nuse is
round tu be rJ21fectlve or unenforceable for any reason~ the remaining provlstons 1
phrases, sentences, paragraphs and clauses sha.!I nevertheless continllr: to be of fu!!
force. in particular, nnrl vvithout Hrr1Hing !he genera\ity of the aforego1ng, the PvrUcs
hereto acknowledge their in!ention to conlinue to be bound by lhls ~Joernen~

nolvvilllstandlr:p, thst any provision ina.y be found to be enenforceab!e or void or

voidable, in \Vhic:h event the provision concerned shaH be severed frorn !he other
prO'lisions, each of which shall continuP. to be of full force,

9, GENERAL

9.-1 This docurnent constHules the sole record of the Agreenient beiween !he Part!t;'s
in regard to the subject matter !hereof,

9.2 No Party shafl be bound by any express or in1plied term, representaHon 1

1Narrant~1. prornise or the HIH:1 1 nut recorded herein.

H,3 ~lo addition to, variation or consensual cance!Iatlon of this Agreernent and no
extension of iirne, \.-valver or relaxation or suspension of any of the provisions or
terms of lllis 1\greemenl shall be of any force or effect unless in wriling and
signed by or on behalf of a!I the Parties.

9A No latilude, extension of time or other indulgence which may be given or ai!owed

by any Party to any other Party in respect of llie performance of any obligation
hereunder or enforcement of any r{ght arisfng frorn this Agreement and no single
or partial exercise of any rigt-1t by any Party shall under any circumstances be
construed to be an implied consent by such Party or operate as a waiver or a

~~!\
novation of, or otherwise affect any of that Party's rights in terms of or mising

mm"""'"""'""'"' offioo""" '""" ""'" ""'"'"'"" E:""~~'

~r-
 Page 12.

notice, strict and punctual compllance \Nith each and every provision or term
hereof.

9,5 The Parties undertake at ail tirnes to do al! such H1lngs, to pertcrm ail such acts
and to take a!! such steps and t-o prucure the doing of all such thlngs 1 the
performance of all such actions and the taking of all such steps as rnay be open
to thcrn and necessa1y for or incidental to lhe putting Into effoct or rnciintenance
of lho terrns, cond\llons and irnport of th\s Agreement.

9,6 Save as is sp2cifica!ly provided fn this Agreemi:!nl, no rarly shaH be entiUed to

cede or delegate any of Hs rights or obligations under this i\greernen! ivilhoul the
prior VJrilten consent of the other Parties affected by .such trHnsfef of rlghts or
obHgatlcns, v1hich consent tnay not be unreasonabiy V.JHhhe!d or delayed.

10. COSTS

10. i ORE shaa bear the cosls of the negotiation 1 prHparaiion and execution of this
Agreernent and the con1p/elion of the transactions therein conternpJatecL

10. 2 All legal cos!s incurred by any Party in consequence of any default ol the
provisions of this Agreement by any other Party sha!I be payable on demand by
the def:au!tfng Party on the scale as betvveen attorney and 0 1.vn cliant and shctH
lnc!ude colleclion charges, the costs Incurred by the non-dcfau!Hng Party in
ende.Jvouring lo enforc:e such rights prior to Hie Institution of legal proceedings
and the costs incurred in connection vJith lhe satisfac!ion or enforcen1ent of uny
judgement awarded in favour of Ille non~defnulling Party in relation to ils rights in
tenns of or arising out of thls Agreement.
 Page 13.

on 20'!0
SIGNED at
For:
OAKBAY RESOURCES AND ENERGY
(PROPRIETARY) LIMITED

AUTHORISED SIGNATORY
who warranls thal he/she is duly auihorised thereto

AS WITNESSES:

1.

011 2010
SIGNC::D at
For:
OAl\BAY INVESTMENTS {PROPRIETARY)
LIMITED

AUTHORISED SIGNATORY
who warrants that he/she is duly aulhorised !hereto

AS WITNESSES:

2.
 Page 14.

S!(3NEO at on 2010
For:
ACTION INVESTMENTS UM!lED

AUTHORISED SIGNATORY
who warrants that he/she Is duly authorised thereto

AS WITNESSES:

2.

SIGNEOat on 2010

For:
INDUSTRIAL DEVELOPMENT CORPORATION
OF SOUTH AFRICA LIMITED

AS WITNESSES:

1,

?..
 Page 15.

SIGNED at 011 2010

For:
URANIUM ONE AFRICA LIMITED

AUTHOHISED SIGNATORY
\-VhO v1arrants that he/she is duly authorised lhon~to
AS WiTNESSES:

1.

2.
 78

ANNEXURE "C"

FORM OF ACCESSION UNDERTAKING

To: lndustriol Deve!oprnent Corporation Lknited

Fron:; [Additional Guara11fot]

Dated:

Dear Slrs

URANIUM ONE AFRICA LIMITED I OAKBAY INVESTMENTS (PROPRIETARY) LIMITED:

ACCESSION UNDERTAl\ING

1. We refer to the Loan Agreement dated [ l April 20-iD entered into between Industrial
Oeveloproenl Corporation L!rnited, Oakbay fnvesfrnents {Proprietary) Li!nited 1 Oakbay
Resources and Energy (Proprietary) Umited and Aclion Investments Limited (the
llf\greemenf'}.

2. This ls an Accession Undertaking. ~rt;rrns defined in !he Agreernent have the same
meaning in this Accessfon Undertaking unless Gi\Jen a different n1eaning in thls
Accession Undertaking.

3. [lnsert n<Jrne of Additional Guarantoij 8greeu to become- 80 Addlt!DnaJ Guarantor nnd

tc be bounc! by the tem1s of the r\ureement as 80 t\dditiona! Guarantor pursuant to
clause 13.9 of tl1e Agreement [!11sort name of Additional Guarantor] is a company
duly incorporated under !he laws of [name of re/evantjurisdiclion),

4, [Insert namo of Additional Guarantor's] administra!ivo details for the purposes of

clause 35.1. -1 A of the Agreement are as follows:

Address:
Fax No:
Attention:

5. This Accession Undertaking is governed by South African law.

 79

Yours falthfu!Jy

For: finsc.rt name of Additional Guarantor)

 BO

ANNEXURE "U"

FORM OF UTILISATION REQUEST

To: Industrial fJcvelopn1ent CorporatitJn Lirnited

Frein: Oakb2y Resources and Energy (Proprie!ary) Liird\ed

Dalsd: [insert elate]

lJear Sirs

URANIUM ONE AFRICA LIMITED I OAf\BAY INVESTMENTS (PROPRIETARY) LIMITED:

UTILISATION REQUEST

1. We refer lo lhe Loan Agreement elated [ ] April 201 o entered inlo between Industrial
Devefoprnent Corporation Limited. Oakbay lnvestn1enls (Proprietary) Lin1ited, Oakbay
Resources and Energy and Aciion Investments Limited (Proprietary) Limited (the
"l\greemont 11) ,

2. This is an Utilisation l'\equest. Terms deflned in lhe Agreement have the some
meaning in this Utilisation Request unless glven a different meaning in !his UUl!sation
Request

3. Thls Utllisation Request is irrevocable.

4. We hereby give you notice that, pursuant lo the f1grerement and on [insert dateJ, we
wish to borrow lhe loan in an amount of RDnsert] ([insert] Rciml) upon the terms and
subject to the conditions contained therein.

5, We conflrm lhat each condition spec\fied in clause 3,2 of the Agreement is satisfied on
the date of this Vtilisa!lon Request

G. The proceeds of the Loan (other lhan !hat portion thereof applied in payment of the
raising fee and commitment fee !n terms of clause 2L 1 of the Agreement) must be
credited to lhe DR Trust Account.

7, We irrevocably aulhorise you to deduct an amount equal to the amount payable by us

in respect of the raising fee and comrnilrnent fee in terms of clause 21, 1 of the
Agreement from the Loan and to apply such amount in settlement of such r;:iising fee
 1" ~:.:::-}
--~
0 ID L-
81
- .,:...:.:,--- .

and comrnilmenl fee and ackno1Nledge that no[\vithstanding that such amount has no!
been actually paid to us it nonetheless forn1s part of the Loan.

Yours faithfully

For: Oakbay Resources and Enerny (Proprietaiy) Limited

/J
lnff 1!

' j. . ' . ~\'tf\

~
 82

ANNEXURE "E"

PfWPERTIES

'""' '" '"'" ':

Name of i>roperty l~-Registered Owrier=:J Title Deed i:;u;;;Ger _ -]
-----
--;;c)ne Africa ~~T12189512006 - ~----

~i ~
Uraniur
Lirn!ted
--- -

11'"
The Farm Wolvor~md Uranlu T63903/1999
I
I I 425 Portion 20 Lfrn!ted
n0 ne Africa___ ------ T 121595/2000 ---
>~ '"''''' 1 -~- Uraf!iui
"-- Llrniled
lhe Farm Uron\u m One Africa T98178i2001
Hartbeesfontein 297 l imiled
Portion 281
----~~ ~,--------~-

5, The Farm Uraniu,m One Africa T9817Bl2001

Rht!nosteberghoel\ 293 L
Portions 2,3,4,5
----~----1----------
1----6_ -nie Farm I
tTr8f1fu-_rn One Nrica 1787512000
Rhenosteberghoek 288 l irnited
Portion 6

7. The Fann - - ,5'1c Africa

Urnnlun - T90714/2006
Rhenosteberghoek 299 Li mited
Portion 7 & 8
- --
- --uran~tl!m One Africa
~~

8, The !-arm
Rl1enosteberghoek 299 Li rnlted
Portions 10,20,2!,22,23
1 -_c
9. The Fa1m Uraniun1 Ona Africn T98208120DG
Rhenosteberghoek 299 Limited
Portion 32
10. Tl1e F8rm ----- --- Uraniun1 One Africa T364612007
Rhenosteberghoek 299
- - - - - -- -------~ "'"-~~ ---- --
LI rnl!ed -,

:\ -- -
~ _ ,1ili.:;I

~ )/, I ,

(a-.
( \:Jj
 83

[ j Portion 35 .---+-"""C~
The Fann uraniun1one l\frica TI5157/200B
henoslebergi1oei< 338 limited
---------"~--

12. The Farm Urnnium One Africa T4630812006

L
Rhenostebergi-\oek 326 Lin1ited
Portions 22,30,33,34,41
---13___ The fmm - ....--i--l~lr_a_ni_u_m OneAfrica-- T'l59200/20D7

r
Rhenosteuerghoek 326 Limited

Portion 60
Ooe Ahlca -
i4.

15.
The F2rm Rielkriff397-- --Uranium

Portions 1,7,81 ......... !...__ Limited

The Farm Rircti<uil 397 1 Uranium One Africa
.. :'j
n 1895Gl2007_....

Ti 18955/2007

-
'16.
I
Portion 3
~
The Farm Rielkuil 3
1
..- -..Uranium One Africa-
Lin11ted [
1'8798/2004 I
1---c--
17. -The
Portion 4
Fa-frli RlstkuH 3 97
_______ L!ndtnd
Uranium One Africa
___
1879812004
... J
'
Portions 5,5,H,43,57 Lirnited
--
18. Cn;;, Farm Hie llrnil 3-97
-~

I Ur;::inJum One Africa

I
~-
Portions 9,'10,58,65,58
The Farm Rie!!wil 39 7
Umiled
urari1uil1.one Africa
Portion 12,56, 75 Llrrilted
20, The Farm Riell<l.lfl 39..
,- --u~,a-n""iu-.11~o'""n_e_A~f-cri-ca--r--~T89Bf~i2oo6

Portions 13, H.16 limited

----
21. The Farm Rie!kuil 39 7 Uranio111 One Africa-- - T89061 /2006
1orlion t 5 Limited
1---- The Fmm Rielkuil 39 7
22. - """'[Jfaniu01 One Africa T19221120o~
Portion 24 Umfted
23. The Farm Rielkuil 397 Oraniun1oi1e Africa T21993l1960
Portion 39 Li1nited
t--24. The farmRletkLlll39 7 Uranium OneAfrica T30547/1957
Portion 40 Lirniled
---~
 84

25. Th T120S48/200I -
Por
----~-

26.
--
Th
Po
27 Th
) Por
28. Th
Por
--=-
29. The
'
\ Parlion 74 Limited
r-- 30. The Farm Rie!kuil 397" ___ _ ---~----~--lf--------
lJr8nfurn One Africa T30842t1957
Po rtion 76 Limited
l--------------
31. Th e FarrnRie-Uwil 397 Uranium one Afrtca- T833~3/2009

Po rtion 58 Limited
f----q~- !--The Form Rie<kuil
-"- ~14 --- -Uranium One Africa -- - T20693/"198S-------1
Limited I
------- '----------'-----------j
 85

ANNEXURE "F"

FORM OF BEE SPV CESSION AND PLEDGE

 EXECUTION VERSION

CESSION AND PLEDGE IN SECURITY

by

ISLANDSITE INVESTMENTS 255 (PROPRIETARY) LIMITED

in favour of

INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED

8DWMAN GILFILLAN INC.

'IG5 V\1esl Street
Sandton
Johannesburg, 2145
Telephone: (011) 669-8000
Fax: (011) 669-9001

~~
(~
 Page 2
ll/l'.RIW!O

TABLE OF CONTENTS

DEFINITIONS AND INTERPRETATION ........................................... .

2. CESSION AND PLEDGE........................................ .................. . ............. .. 1
3. WARRANTIES, REPRESENTATIONS AND UNDERTA!i:INGS FlY THE PLEDGOR ...... 7
4. DELIVERY OF DOCUMENTS t1ND AUTHORISATIONS TO TllE LENDER ................... ll
5. FIGHTS, POWERS AND PRIVILEGES ATTACHING TO THE SECURITY SHARES AND
THE RIGHTS AND INTERESTS .............................. ,. .............. . ,........ 9
6. REAUSAT!ON ..... ......... .......... ................................ . ............ 10
7. APPROPHIATION OF PROCEEDS ... .12
8. AUTHORITY ................................ . . ........... 12
9. DURATION ....... ......... ..... ............................ ... . ..13
10. ADDITIONAL SECURITY........................................................... .. ................ .13
11 PLEDGOR BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES .................. 13
12. SECURITY SHARES MW RIGHTS AND INTEHESTS TO BE l\EPT FREE OF
ENCUMBRANCES.. ...... .................................................................................... .......... ..14
13. EXEMPTION FROM LIABILITY ................................................................................. 14
14. GERTIFiCATE OF INDEBTEDNESS ........................................................................... 14
15. RENUNCIATION OF BENEFITS .............................................................. .
16. CESSION, ASSIGNMENT AND DELEGATION................................ ..... ... .. ..15
17. NOTICES AND DOMJC:IL!A ... ... .. ...... .............................. ................. .... . . .... 15
1B. GOVERNING LAW.................................................................................... .17
19. JURISDICTION.............................................................................................. ... 17
20. WARRANTY OF AUTHORITY ...................................................................................... 17
21. SEVERABILJTY ............................................................................................................17
22. GENERAL .......................................................................................................................17
23. COSTS .........................................................................................................................18

\~\'-1\
I
 Page 3

CESSION AND PLEDGE IN SECURITY

by

ISLANDSITE INVESTMENTS 255 (PROPRIETARY) LIMITED

a carnp2ny incorporated under lhe lz11Ns of the Republic of South f\fdca
(Resislmlion No. 20071035324/0I)
(lhe "Pledg0r")

in favour of

INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED

;::i corpordtion es!ab!ishsd under secHon 2 of the tndustrial Developrnent Corpo:aUon ;\et 22 of
1840
(ihe "Lendor')

WHERE:/,S:

A The Lender has agreed to proviclc ORE (as defined below) with a term loan facility (the
"Facility'') to partially fund the 2cquisition of the UO/\L Claims (as defined in the Loan
Agreement (as defined belo\N}), it belng recorded that ORE's rights and obHgation under
the Loan 1\greement (as defined below) will be ceded and delegated to UO!'IL (as
defined bB!ow) pursuant to the Assignment Agreement (as defined in the Loan
Agreement (as delined below)) and that the ORE will upon such cession and cielega!lon
takif!g effect become a Guamntor under tt>e Loan Agreement

B, The Pledgor has acquired the Security Shares (as defined below) in tenns of the SEE
Transaction (as defined in !he Loan Agreement (as defined below)) and, as security for
the Secured Obligations (as defined in lhe Loan Agreement (as defined below)), tias
agreed to cede in secutilalem rlebiii all of the Rights flrtd Interests (as defined below)
and to pledge the Security Shares (as defined below) \o the Lender on the terms and
subject to tile conditions set out in this AgreemenL
 Pagc4
llJiJ!J'(ilhJ

THE PARTIES ACCORDINGLY AGREE AS FOLLOWS:

1. DEFINITIONS AND !NTERPRETATION

1 :1 The headings lo the clauses and schedd!es of lhis Agreement are for reference
purposes only and shalt in no WBY govern or affect !he interpretation of nor rnodify
nor arnpHfy the terrns of !his Agreen1enl nor any ctause or schedule hereof.

i.2 Terrns: used (but not othe11ivlse defined) in U1is Agrecrnent have the: n1eaning given
to lhern in the Loan Agreen1enl (as defined be!o\v). In addHlon, unfess Jn consistent
vvHh the context ihe vvords and expressions set forth belovv shall bear the foJlovvintt
rneani;igs and cognate expressions shall bear corresponding rneanlngs:
' (
"1.2 I "Agreement" rneans lhls Cession and Pledge Jn Security and tts Schedules;

"Documents of Tille" means the share certificates and other documents

referred to in clause 4. i;

L2.3 "Loan Agreement' means the Loan Agreement entered Into on "11 April 20"10
between the Lender, Onkbay Resources and Energy (Proprietary) Limited
(''f)RE''), Oalcbay lnvestmen!s (Proprietary} Limited and Action lnves!mcnts
Limited, pursuant to which the Lender advances a loan facility lo OF<E;

L2A ''Parties" n1eans the Pledaor and the Lender and <!Party" 1neans, as H10 context
requires, either of then1;

i.2.5 "Rights and lnterests1' means all of the Pledger's rights of any nature
1.vhatsoevcr 1n and interests of any nGlture 1.vhatsoever to {a) the Securfly
Sliares, (b) the Security Claims, and (c) the Sale Agreement, whether actual,
prospective or cont1ngent1 dlrecl or lndkect, whether a claim to the payrnent of
money or to the performance of any other obligation, and whetlier or not !he
sald rights and interests were wilhin the contemp!alion of tlw Parties al the
Signature Dale;

1.2.6 "Security Cessior>" means !he ce:;slon in securitatem de!Jili and pledge
contemplated by this Agreement;

1"2.7 "Security Claims" means all claims of the Pledgor against UOAL on loan
account including, wilhout limitation, the UOAL Claims;

1"28 "Secunly Shares' means all of the shAres in llle issued share caprtal of UO~:
acquired and hald by the Pledgor from time to trme:

1.2.9 "Signature Dale~ means the date of the of lhJ':~arty

slgnatuAe last signing I rs
Agreement In time r.J ~ \J~I\
t---- "x,\.,; A
- ~ / . 1\~-.
 Page5

1.3 Any reference in this Agreement to:

1.3, 1 an "efiHiate~ means, in relallon to any prHson, a subsidivry of lhat person or a
holding comp;rny of that person or ony other subsidiary of lhat holding

1.32 a "clause" shail, subject ta any contrnry indlcafton, be construed as a

reference lo a clause hereof;

l.3.3 a '!holding con:pany" shall be construed in accordance \;Vlth the Companies

i\ct, 1973;

'1.3.4 "18//' shall be construed as any law (including corrimon or custornary !a\fl') or

(
statute. c:on.sUtution, decn~e. judgrnent 1 treat~', regu!a!ion! dlrcctlve, bye-!av.;,
order or Hny other legislative measure of any governrnent~ supranational, local
governn1ent 1 statutory or regulatory body or courl;

i.3.5 a "person" shall be construed as a reference {o any person, flrn1, company1

trust, scheme, corporalion, governrnent, state or agency of a state or any
association or partnership (whether or not having separatH legal personality)
of tvv'o or rnore of the foregoing:

-L3.6 a ''subsidiary" shall be constiued in accordance vtllh the Companies Act, -1973,

1.4 Unrr.;ss inconsistent \Nilh the context or save where tl1e- contrary is expressly
{ndicated:

1.4.1 if a11y provlslon in a definition is a substantive provision conFerrin9 rights or

imposing obligations on ~ny Party, norNilhslanding that il appears only in this
( lnterpmtallon clause, effect shall he given lo it as if it were 3 subslanlive
provision of this Agreement;

1A2 vvhen any number of days is prescribed in this Agreement, same shall be
reckoned exclusively of ihe first and inclusively of the last day unless the last
day falls on a day which is not a Business Day, in which case the last clay
shall be the next succeeding Business Day;

1.4.3 in the event that !he day for payment of any amount due in terms of lhis
Agreement should fall on a day which is not a Business Day, tile relevant day
for payment shail be the previous Business Day:

in the even! that lho day for performance of any obligation to be performed in
terms of this Agreement should fall en a day which Is not a Business Day, lhe
relevant day for pe1forrnance shall be the subsequent Business Day;\\ ,~S\

!#- ~ ~ ~.
 Page6

L4.5 any reference in this Agreement to an enactment is to that enactment as at !he

Signature Date and as amended OI' re-enacted from lime to lime;

IA6 any reference in lhis Agreement to !his /\greomenl or any other agreement or
docun1ent sha!l be construed as a refefence to this Agreernenl or, ss the case
may be, such other agreernent er document as the same rnay have been, O(

may fron1 time to time be, an1ended, varied, novated or suppiernented;

L4J no provision of this Agreernent constHuie.s a sHpu12tian for the benefit of tJny
person 1Nho 'is not a Party to tbls /\greerr1ent;

a reference to a Party includes thnt Party's succ:ess0rs-in-tit!e and pcnnitled

assigns.

f ,5 lJrdess inconsistent wHh the context, an expression !.rVhich denotes:

i ,5, -1 any one gender includes the other genders;

'I .5.2 a natural person includes an artificial person and vice versa; and

1.5.3 !he singular includes the plural mid vice versa,

1.6 \f\/here any terrrt is defined vJilhin the context of any pEirticular clause ln U1fs
Agreu1nent, the term so defined, uniess H is clear frorn the clause in question that
fhe tern1 so defined has lin1itect appiicaUon to the refevanl clause, sharf bear !he
s2n10 n1eaning as ascribed to it for all purposes ln lenns of !his Agreerr1ent,
no~11ilhs!anding I hat lhal tenn has no! been rleITned In tt1is interprelaUon clause,

'L7 The rule of cotIB!ructlon that, in the event of ambiguily, the conlracl sh"ll be
interpreted against lhe Party responsible for U1e drafting l11croof, shall not apply in
the interprelntion of this Agreement

ta The expim!ion or termination of !his Agreement shall not affect such of the
provisions of !his Agreement as e:<presoly pwvide that they will operate after any
such expiration or termination or wl1ich of necessity must oonllnua to have effect
after such expiration or termination, notwithstanding lhal the clauses themselves do
not expressly provide for !his.

1,9 This Agreement shall be binding on and enforceable by the estates, heirs,
executors, administrators, trustees, permitted assigns or l:quidalors of the Parties as
fully and effeclua!ly as if they had signed this Agrnement in the first instance and
reference lo any Party shall be deemed lo include such Party's estate, heirs,
executors, administrators, trustees, penniUed assigns or l[quidators! as the case
may be.
 Page 7
lll'J4f2!).10

1. '1 o The use of any expres$ion in this Agreement covering a process available under
Soult> African law such as winding-up (wlihoul llmilalian eiusdem generis) shall, if
any of the Parties to this Agreernent is subject to the lavv of any other jurisdiction, be
c;_;nsirued as lncludirtg any equivalent or anfllogous proceedings under thu lavv of
such other jurisd!ction.

'!.11 VVhere figures are referred to in nurner<Jls and in \Vords 1 if the1e is any conftlct
belv-1een the two, the i,.vo1ds shall preva:L

2, CESSION ANO PLEDGE

V,Jlth effEcl frorn the Effective Date, the Pledgor hereby pledges to the Lender all of the
Security Shares and cedes in securitatern debit! to the lende1 a!! -ot the Rights and
Interests, as a continuing genera! covering collatera! securHy for the due, proper 3i1d
Urnsous paytnent and perfonnance in fu!! of an of the Secured ObHyalions, on Uie tenns
and cond!fions set out in lhis Agreen1enl, Vihlch picdge and c8ss/on the lender hereby
accepts,

3. WAl<RANTIES, REPRESENTATIONS AND UNDEHTAf\INGS BY THE PLEDGOR

3. 1 The Pledgor, with effect from the Sale Closing Dale and on each day lhat H1i:;
Agreement is in force thereafter:

i.,varrants and represents th~t Hfs and vvfl! refnaln lhe ;.;olo and beneficial cvvner
of the Security Shcires and the Rights and Interests to the exclusion of all
others and no person has an option or rlghl of refusal over the Sceur!iy Shares
and/or !he Hights and lnieres!s;

3,1,2 warrants and represents that the Securily Shares have been fu!!y paid for;

3,"l.3 warrants and represents that lhe Security Shares have been issued by UOAL
in accordance and compliance with all applicable laws and/or regulations;

3.1A warrants and represents l!ral the Security Shares pledged and lhe Rights and
Interests ceded to ttie Lender under lhis Agreement llave not been pledged
and/or ceded (eilhcr outright or as security), discounted, factored, modgaged
under noleriol bond or othe1wise, or otherwise disposed of or hypothecated,
nor are they subject to any o!her rights in favour of any person (including
without limilation any rights of pre-emption);

3:1.5 warrants and represents that all obligalions undertaken by it under !his
Agreenu:;:nt rH1ve been authodsed by all necessary corporate ac!ion and !he

constittflive documents of lhe Plcdgor rlo ~ot

1c;;'J any linra~'\ or \:)If\
J \'\,
::r-- 'is'!i' (},
 Page 8
t\/D{i;i;}\0

restrictions on the Pledgor to pledge tile Security Shares and cede the Rights
and Interests provided fnr in lhis Aureernent;

i.varrants and represents that to the best of fts knovvledge and belief the issue
of the Security Cession and the fulnlment of its obligations in accordance with
lhe terrns thereof do not contravene Bny la~v, regulation or ,sny contractual
obligation binding on it;

3 1.7 vvaives any and a!! rights i:i respect of the Security Shares and/or the Rights
and Interests which l! may have in confiiot wilh the riqhts of the lender under
this Agreement;

ackno1A1!edges that it rnay not p!edqe, cede, assign or transfer or in any other
1nanner encurnber or deal Y..'/th the Security Shares and/or the- Rights and
lnteresls;

3,L9 agrees that on the occurrence of any breach or default Jn fespect of any
Secured Obtigation and ci failure to re111edy such breach or default in
accordance \h/it.h its terms, H vtll! for\!1\vHh pay over to the Lender any lnfernst,
divldend3 or other benefits of any nature accrued and/or received in respecl of
the Sect1ril.y Shares and !he Rigl1ts and Interests relating to the period after
such a breach by depositing the sct1ne into a non1innted account as the Lender
rnay from Hme to time direct in \.Vrl!lng.

Should lhe Security Shares and/or the Rights and Interests be subject to any righl in
breach of the representation anJ v1arranty in clause 3. 1 .4, then, without prejudice to
any other rights !hat the lender may have, any reversionary or otller interests lhe
Pledgor may have in the Securily Shares &ndlor the Rights and Interests are also
ceded to the Lender,

3,3 !t is recorded !hat the Lender has entered into the Finance Documents to which it is
a party on the strength of and relying on the warranties and representations in this
clause 3, each of which shall be deemed to be separate warranties and
representations, given wl!houl prejudice lo any other warranty or representation, and
dcmned to bo material reprnsenlalions inducing the Lender to enter inlo the Finance
Documents.

4, DELIVERY OF DOCUMENTS AND AUTHORISATIONS TO THE LENDER

4, 1 The Pledgor shall deliver to the Lender:

 Page 9
llliNRtJ1tl

4.U the original shme certifim!es in respect of ihe Security Shares ref!ecling !he
Pledgor as !he shareholder ol lhe Security Shares; and

4.i.2 share tcansfer forms ln respect or the Security Shams duly signed by lhe
Pledgor as transferor and blank as to transferee,

by no later than lhe Sa!e Closb19 Date.

4_2 Tile Lerider shaH be entitled to retain possession of the Docurnents of Title, and to
deal with lhcn1 in accordanc?J 1,vltli !he provisions of this Af:Jreernenl until all the
Secured Obli9ations havt: been uncondil!onat!y and irrevocably finally discharged or
released, as the case may be, v1hereupon the Oocun1enls of Title shall be returned
to the Pledgor.

4,3 "file P!edgor shall deliver to the Lender any other dr:.h:.:Urnents relating to the Security
Shares and/or the Rights and Interests for 1.vhich it rnay at any tlrne reasonably calf,
which documsnts sha!I be delivered to the lender wiihin e reasonable period, as
agreed between the Lender and the Pledgor! and, fuiling such agreetnent, i.vithin 10
(tan) Business Days.

4.4 The Pledgor shall generally do evmylhing toa! reasonably may be required by the
Lender in wriling for the purposes of and to give effect lo this Agreement, failing
1.vhich the Lender n1ay, ff possible, attend theretiJ and recover frorn the Pledger any
exenses incurred in doing so.

5. RIGHTS, POWERS AND PRIVILEGES ATTACHING TO THE SECURITY SHARES

AND THE RIGHTS AND INTERESTS

5, 1 This Agreement operates in respect of all rights, powers and privileges attaching to
the Security Shares and lhe Rights and Interests, including but not limited to those
set out in clause 5.2 below and such rights, powers and privileges shall accordingly
vest in ihe Lender with the power to exercise them either in its own name or \n the
name of !he Pledgor, upon the occurrence of any breach of !he Secured Obligations
which has not been remedied in accordance with the terms of the relevant Finance
Document and is ~ontinuing. AHematively, Ille Pledgor shal!, if the Lender so directs
upon the occurrence of any breach of Uie Secured Obligations which has not been
remedied in accordance wilb the lerrns of the relevant Finance Document and is
continuing, exercise Us rI1hts 1 powers and privlleges in lt-s o\>vn name: and in
accordance with the lender's directions lo the greatest extent per,11itte~ by
applicable law. {!
5.2 Subject to clause 5 1, such rights, powers and privileges attaching to lh0 Se~iJnty
Shares and/or lhe Rights am! Interests Include (bul arl2Jited to) lB\foliowing;

. ;r:- ~~,
 Page 10

5.2.1 the right tu receive payment of lhe dividends, interest and other benefits and
distributions which become dJe in respect of the Security Shares and/or lhe
Rlgh!s and lnteresls frorn time to tirne;

5.2.2 the right to rec:cive notice of eve1y generat rnee!lng of investors of UOAL1
vvhich are to be forvvarded to U18 Li::nder jus! as if it were an investor of UOAL;
and

5.2.3 the right to attend every genera! n1eet(r,g of the investors of UOAL and to
exercise the votes 8tlnching lo thfi Security Shares (If applicable) at such
n1eelings.

G, r\EALISATION

6. J !f any Event of Defsult occurs 2nd is ccr1Hnuing 1 the Pfedgor hereby irrevocabfy and
unconditlonaHy authorises 4~nd ern.povvers the Lender or its norninee, without any
further aulhorlly or consent of any nature \Nhatsoever required frorn lhe P!edgor1 and
in !he nainc of lhe Lender or in the narrtP. of the Pledgor to:

6.1.1 exercise a!i or any of lhe rights, including voting rights attached to the Security
Shares 1 pov1ers and privileges and enforce a!I or any obligations atlachlng to
the Securily ShGlres and/or the Rights and Jnteresls in such 1nanner and on
such terrns as the Lender in Hs sole discretion dearns fit; and/or

6,1.2 receive payrnent for, delivery of dfldfor perforrnance in respect of, the Security
Shares: and/or lhe Righ!s and lntere:;;ls In its O\-Vfl name; and/or

5, 1.3 at the Lender's eJec!ion:

6:1.3, 1 to sell or otheMlse realise the- Security Shares and/or the Rights and
Interests or any one of them either by public auction or by private trealy,;
and/or

6,i,3.2 to take over !he Security Shares and/or the Rights and Interests at a fair
value which, in lhe absence of agreement within 10 (ten) Business Days
after delive1y by the Lender lo the Pledgor of a wrillen notice sla!lng lhal
the Lender intends to exercise l!s rights pursuant lo this clause 6,1,3,2,
shall be determined by an independent accountant or merchant bank
agreed to by the Parties or. faillng agreement wilhin 5 (five) Business
Days, oppoinled, at !he request of either the Lender or the Pledgor, by
(he President for the lime being of the Southern African Institute of ~
Chartered Accountants {or lhe successor body thereto) (which
independent aocounlanl or merchant bank shall act as an expert and not (:!\
as an arbitrator, shall be instructed to make ~lermit:within 1o \\J\

!ff~~, ,c@,
 Page 11

(ten) Business Days after being requested lo do so and shall determine

the liabilf!y for his charges which will be paid accordingly); and/or

6.1.4 institute any legal proceedings which lhe Lender may deem necessary fn
connection vvith any sale or other realisation or transfer of any of tile Security
Shares and/or lhe Righ!s and !nteresh~. by !he Lender or its nominee; and/or
[), '1.5 to convey valid title in the Security Shares and/or the Rights and ln!erests to
any purchaser thereof (inc!udin(J !he Lender) and/or lo take an such further or
other steps as tho Lendc.r rnny consiJer necessary to deal with the Securily
Shares and/ur ihe Rights and Interests.

6.2 <Jn lhe Lender laklng ::u1y actions ln tsrrns of clause 6. 'l, or otherwise as requirecl by
the Lender, lhe Pledgor shall on \NrlUen dernand by the LBnde:L

6.2.1 notify U01~L in V>Hiling that payrnenl for, delivery of or perfomu1nce ln respect
of the Security Sh2res and/or thtc: Rights and Interests must be rnade to ihe
lender, and that payrnent, delivery or perforrnance to the Pledger or to
anyone else !;Vil! nol Gdns!itute valfJ payn1ent, delivery or performance, and the
Lender sha[I Im entitled to do likewise. The Pledger sh;:ill on demand by the
Lender provide proof that such notiOc;JUon has be_en duly given;

6.2.2 refuse to accept an11 paymenl, delivery or performance tendered in respecl of

nny of the Secur!i:.y Shan:s and/or the Rights and Interests in order that such
payr11ent1 deHvery or porfo;mancc.~ be tt:ndered to the Lender, which will apply
any pElyn1ent so received in accordance vvith the provisions of c!.auso 7; and

6.2.3 at its ovvn cost curry out any lawful directions the Lender rnay give in regard to
!lie realisation of the Security Shares and/or Ille Rights and Interests and sign
any docun1ent or do any other la1.<vt'ul act necessary to vest the Security
Shares andfor the Rights and Interests in the Lender, to enable lhe sale or
disposal of !he Security Sh8res and/or the Rights and Interests. which may
otherwise be necessary or reqJired to perfect the Security Cession created in
this Agreement

6,3 Notwilhstanding anyt11ing to !he contrary contained in this Agreement, the Lender
shall not be obliged to take any pmticuiac steps to collect or otherwise enfr,rce its
rights in respect of the Security Shares and/or the Rights and Interests.

6.4 !he Pa1ties aclrnowlodge and agree that:

6.4.1 the obligations of the Plmlgor secured are

obllgalions of a commerclal nature;
 Page 12
t111.)ll!!l10

6.4,2 !he application of lhe prnvisions of clause 6 will confer upon the Lender certain
procedural advantages which, in the light of the corn1nercia! nature, of !he
transaction secured by the cession are fairf reasonable and necessary to
ensure tha! the Lender does not suffer unfair comrriercial prejudice;

6,4,3 lhe provisions of ihis clause 6 are vvithout prejudice to an other rig!1ts and
rernedies whicll thE.~ Lender fnay have at Ja1,.v nn.d shall be severab!o nnd
divisible fcorn the o!hei lenns and conditions of 1his Agreement lf sarne are
found to be invalid or unonforceub/e, In this regard the Parties record that
lt1ey vvouid have concluded Hcession and pledge on all the other terrns f1 ereof
even if the parate exaculie and/or pactum cornn11sorium torrns included herein
11Jere no! agreed upon Dnd accorc:HnQIY even if the parn~e DY.oculfe and/or
pecturn corrunisoriurn terms 3re fourid to be lnvalld or unenforceable, the
ren1aining provlsions of this Agrec1nenl are intended lo remain of full force and
effect,

7, liPPROPF<IAlfON OF PROCEEDS

7,-J ThA Lender shall app!:/ the net proceeds of all a1nounts received pursuant io the
sale or other realisation of the Security Shares and/or the Rights and Interests {aHer
deduclina a!! properly evfdenced costs and expenses incurred by the Lender In
relation to such realisation) ln reduction or discharge, as the case rnay be, of !he
Pledgor's ob!igat!oris under u-ie Secured Obligations in the fol!ovving order of priority:

costs, charges vr expenses rJu-a an9 p<:iynb!e by the Piedgor under lhe Loan
Agreement;

7.1.2 Interest accrued under Loan Agreement;

7. 1.3 amounts of principal due and payable under the Loan Agreement;

7.2 Any amount remaining themafter snail be paid to lhe Pledgor provided !hat all of the
Semred Ob!igalions have been comple!ely, uncondi!ionaliy and irrevocably fu!Rlled.

8. AUTHORJTY

If at any time during this Agreement the lender becomes entitled lo exercise ils rights
under clause 6. 1. !he Pledgor hereby authorises and appoints lhe Lender irrevocably and
In rem suam as the Pledgor's al!orney and agent ill tile Pledgor's name, place and slead
to sign and execute:

!l, I any proxy In favour of the lender or ils nominee to enable the Lender to exercise
any voting rights attaclimg !o Ille Security Shares or any of them; and~~.!
8.2
""ffi '""'"""''"' m"' 00 M"""'" j :!_. ~~
 Page 13

8,2.1 in order to rnnder the Security Shares and/or the Rights and Interests or Bny
of them negotiable including, VJithout ll1ni!ation, the signature of transfer
deck.'lrations;

8.2.2 to en2b!e lhe Lender to receive pciyrneni of the purchase price of the Securlty
?hares and/or the Rights and lnlerests subject to tile provisions of c!ause 7;

8.2.3 to cneb!e the Lender to exercise any of its rights granted to it herein.

9. DURATION

This Agreement is a con!inu)ng covering secudly and \Viii ipso facto tennin3\o only upon
lhe unconditional and irrevocaUle fuH!l111ent of flt! the Secured Ob!lgaHons. In particular,
this Agreen1ent sha[i no! lerrrdnate by reason s:o!e!y of the fa1ct that there rnny at any Hn10
be reduced ob!lgations or debts o~ving by t!\e Pledgor under the Finance Docutnents to
which it is a party,

10. ADDITIONAL SECUHITY

This f,greemant ts In addition to and nut in substitution for any other securliy held or
hereafter to be held by the Lander from any parly in connection with !he Secured
Obilgetions, or otherNlse and ihe Lender shall, without prejudice to its rights hereunder,
be entitled to release any such nddiHonal sectJrity hold by !L

11. PLEDGOR BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES

1'l.l The Pledgor ggrees lhct on signature hereof it will be bound in terms of this
Agree1nent to the full extent !J)or:eof, despite the fact that:

11.1.1 any intended additional securily from the Pledger for the Secured Obligations
may not be obtained or protected or may be released or may cease lo be held
for any other reason;

11. 1.2 !he Lender and the Pledger may agree a variation or novation of any of tile
Secured Obligations;

1U.3 lhe Lender may grant any indulgence to the Ptedgar or any surely or may not
exercise any one or more of i:s rights hereunder or under the Secured
Obligations, either timeously or at all;

11.1.4 any insolvency, administration, judicial management, reorganisation,

arrongemcnt, readjustment of debt, dissolution, liquidation or similar
proceedings have been instituted by or against the Lender or any other
person; and
~~ ~ n ~t1\
~~'~-
~ ~<!
It'
 Page 14
l t.t11!10l(l

1U.5 any other fact or cfrcumslancs may arise (including any act or omission by the
Lender) on which the Pledgor might oiherwise be able lo rely on a defence
based on prejudice, vta!ver or estoppel.

11.2 If lhe Pledger suffers any loss arising from any of the facts, circumslances, acls or
oinisslons referred to above, the Pled_gor vii!! have no clairn a.gains~ Uv::; Lender in

respect thon~Df,

11,3 The Lender shall ba entitled to cede, assign or delegate all. or any part of, i:s rig his
and/or obligatious, as the case rrray be, under lhls Agreen1ent vvlthout the prior
consent of the Pledgor to t!tlY parfy to 1NfHJtn the Lender ls entitled lo cede, assign or
de!e~rJte its rights and/or obligations under the Finance Documents; provlded th:;d
( the Pledgor has receivarJ vvritlerr notice of such cession, asslrJrHnen! andlor
delegotion. To the exlent that any such cession~ assignment or de!e.gation rnay give
ri.-:;e to D splitting of cla;rns against the P!edgor, the FJledgor hereby consents to such
sp!itilng of ctalins.

12. SECUHITY SHARES AND RIGHTS AND INTERESTS TO BE KEPT FREE OF

ENCUMBRANCES

The Pledger shall al all limes keep !he Security Shares and the Rights and Interests free
of Encumbran.ces 1 and shall not prejudice, compromise, grant any indulgences or ;::igrce to
vary the terms of any docurnent creating lhe Security Shares and the R1ohls and Interests
vitHhout !he prfor \Nrtlten consent of the Lender.

13. EXEMPTION FROM LIABILITY

The Lender and its officers, trustees, agents, benefickH"ies, employees and advisors shall
not be liable for any loss or damage, whether direct, indirect, consequential or otherwise,
suffered by the Pledgor arising from any coiuse tn connecllon with this ,'\grcement,
whether !he loss or damage results from breach of contract (whether total, fundamental or
otherwise), delict, negligence or any other cause and whether this Agreement has been
terminated or not, other than as a result of the Lender's gross negligence or wilful
misconduct

14. CERTIFICATE Of INDEBTE!JNESS

A certificate signed by any general nmnager or director of lhe Lender whose appointment
need not be proved, reflecting the ornount owing by the Pledgor ln relation ta the Lender
under the Finance Documents and the due date for payment of such amounts will be
prfma tBcle evidence of the contents thereof.
 Page 15
!llci-f_rW-lO

15, REMUNCIATION OF BENEFITS

The Pledgor hereby renounces the legal benetils snd exceptions of excussion, division,
non nurneratae pecuniBc1 non oousa dobili, revision of accounls and errore ea/cuff, l11e
P!edgor dec!ciring itself to be fully acquainled v1itl1 the full rneaning and effect of lhis
renunciaHort

16. CESSION, ASSIGNMENT AND DELEGATION

1G. 1 The Piedgor shall nol be entitled to cede 1 assign or transfer an:; of Hs ri:.:ihts, benefits
and obi!galions under this Agreen1ent or any other Tr3nsacllon Docun1e-nt to any
person VJiihout the priori.vrIUen consent of the Lender.

16.2 The Lender shaH be entitled to cede, assign or transfer any of its rlgh!s, benefits and
obligations under lhls /\greement lo any person {such person, !he iorransferoQ' 1 )
1.t1tthout thB consent of the Plodgor.

16,3 In the event thal the Lender cedes, assigns or delegates a!! of its righ!s 1 benefits and
ob!lgatJons Undor !his 1\green11znf to the fransferee in accordance \V(th C!BUSe '16,2,
0

the Lender 1,vJH be deemed to have been substitufed by ihe Transferee as a party to
!his Agreecnt to the r.:x!ent of !he rights and/or obligations ceded, assigned and/or
delegated, as the case may be, to the Transferee.

16.4 To lhe extent ihat cn1y cession, assignment or transfer conternplated i:i this clause
16 result in ~ splilting of clairns agafnst the Pfedgor, the Plcdgor hereby consen!s to
such splil!ing of clziirns.

'17. NOTICES AND DOM/CILIA

11.1 Notices

17.1.1 Each Party chooses the ;;:idc!J"css set out opposite ils name below as its
address to whicl1 any written notice in connection with this Agreement may be
addressed.

17.1.1.1 Pledgor:

Telefax Mo.
Attention
 Poge 16

17.1:1.2 Lender:
19 Frcdman Drlve
Sandown
2"196
Telefax No. (0'11) 2693116 or (011) 269 3115
Attention Head Mining SBU

17:1.2 f\ny noUce or comr11unication required or penn\tted fo be o\ven in tcrn1s of this

AgreRment shall be valid and ettective only if In v1riting but H shaH be
con1petent lo give no:Jce by telefax lransmHted lo ils telefax nuniber set out
oppo;:!te its name above,

I 17 1.3 Either P21iy rnay by 'NriHen notlce to the other Pa1ly change its chosen
ciddre.sscs andfor telefax number for the purposes of clause i 7. i. 1 to any
other addmss(es) and/or telefax number, provided that lhe changa sJ1a:I
becorne effective- on the four!eenlh day after the receipt of !he nofice by the
addressee.

17.1.4 Any notice given in terms of !his 1\gree1nent shell!:

17.1.4.I if sent by a courier seNice be deemed to have been rnceived by the

addressee on the 71ri (seventh) Business Day fol!ovting the dste of such
:;;-;endlng;

17. 1.4.2 lf deHvered by b:and be deemed lo have been received by the addressee
on the date of delivery;

17.1.4.3 if lrans1T1!He<l by facsir11iie be deen1ed to have been received by !lie

addrtessee en the first Business Day after the date of trnnsmlssioo;

un!ess the confrary is proved.

17.1.5 Notwithstanding anything to the contrary herein contained, a wrilton notice or

communication aclually received by a Party shall be an adequate written
nnUce or communication to it, notwithstanding that it was not sent to or
delivered at lts chosen address and/or teleiax number.

17.2 Dornicl!in

1'1.2. I Each of !lie Parties chooses its physfcal adclress set out opposite its name in
clause 17.1 as its domici!ium cilandf et execu/andi al which documents in legal
proceedings in connection with this Agreement may be served.

17.2.2 Either Party may by written notice to the other Party change its domicilitim

from time to time to another address, not bA~in.

g post office b~Jo\a poslet\f\
,() ~ , \JI. '
~'-./ ~ fh
. -I , l llJ-'r.
 llltl412il'l0

resli:mte, ln South Africa; provided that any such change shall only be effecHve
on the fourteenth day after the receipt or deemed receipt of lhe notice by the
other Party pursuant to clause 17:1.4,

18, GOVERNING LAW

The enUre provisions of this Agreement shall be governed by and construed in

accord::.1nce vvith the; tavvs of South Africa.

19, JURISDlCTION

The ParUes hereby irrevocab!y and unconditionally consent to the ncnexclusive

jurisdiction of the South Gauteng tligh Court, .Johannesburg (or any successor to that
division) 111 regcird to al! matters aris!n9 fron1 this Agreement
(

WARRANTY OF i\UTHOR!TY

Each Party \N8rrants to the other Party lhat !t has the po1.rver, authority and legal right to
sign and perfonn this Agreement and lhal this Agreement has been duly authorised by all
necessary ac!ions of its directors and constitutes valid and bl11dlng obfigations on it in
accordance ~-Yith \he terrns of !his Agreement.

2!. SEVERABIUTY

Each provision in this Agreernent is sever-able frorn a!I others, notvvlthstsnding the manner
ln vvhich they rnay be linked together or grouped grarnrnaticaily, and if in. terms of any
judgrnent or orderl any provision, phrase, sentence, paragraph or clause is found to be
defective or unenforceable for any reason, the remaining provlsians, phrases, sentenc-es 1
paragrnphs and clauses shall nevertheless continue io be of fuli force. In particular, and
\.V!thout limiting the generality of lhe aforegoing, the P<01rties hsreto ackno1Nledge their
intention to continue to be bound by this Agreement notvvithsfanding !hat any provision
may be found to be unenforceable or void or voidable, in which event the provision
concerned sllsll be severed from the other provisions, each of v.11lch shall conlinue to be
of full force.

22, GENERAL

22, 'I This document constitutes the solo record of the Agreomenl between ihe Parlies in
regard to the subject matter thereof,

22.2 No Party shall be bound by any express or implied term, representation, warranty,
promise or tl1e like, not recorded herein,

:12,3 No addition to, varla!lon or consensual cancellation of this Agreement mid no

~<M<loo of <~ w-1 oc '''"'oo m '"'""j~~: ~f~o 0

4
 Page 1B

terms of this Agreement shall be of any force or effect unless in writing and signed
by or on behalf of all the Parties.

22.4 No latitude, extension of time or other indulgence Which may be given or allowed by
any Party to any other Party fn respect of the performance of any ob1/gation
hereunder or enforcement of any right arising frorn this Agreement and no single or
partial exerclse of any right by any Party shall under any clrcurnslances be
conslrucd to be an hnp!ied consent by such Party or operate as a i.ivaiver or a
llOVBtion of, or othert1ise affect any of thal Putty's rights in tern1s of ur arising fron1
!llis Agreement or eslup such Paily fro1n enforcin9 1 at any time CJnd ~1;/thout notice,
sfrict and punctual compFance: vvith each and every' provision or term h;::;reof.

22.5 The Par!ies undertake at aH thnes to do a!! such U1ings, to perfor111 8!1 .such acts anj
to Lake all such stops and to procure the doing of all such things, the perforrnance of
a!I such actions and the taking of al! such steps as may be open to them and
nscossary for or incidental to the putting into effecl ur m;:iintenance of the terms,
conditions and fmprn t of this Agreement.

22.6 Save as is speciflcaf!y provided fn this Agreen1ent, no Party sha1l be entitled to cede
or dels9ate any of its rights or obligations under this ,i\green1ent \N:thout the prior
written consent of the other Pmiies affected by such transfer of rights or obliga!ior.s,
whicl1 consent may not be unreasonably withheld or delayed.

23. COSTS

23. r The P!edgor shall hear the costs of the negoUatianj preparation and executk1n cf fl!l
Transaction Documen!s and 1he completion of the transactions lhercin
conternp!ated.

23.2 All legal costs Incurred by any Party In consequence of any default of the provisions
of this Agreement by any of.her Party shall be payable on demand by the defaulling
Party on the scale as between attorney and own client and shall include collsclion
charges, the cos!s incurred by the non-defaul!ing Party in endeavouring to enforce
such rights prior !o lhe institution of legal proceedings and the costs incurred In
connection with the satlsfaction or enforcement of any judgement awarded in favour
of !he non-defaulting Party in relation lo its rights in terms of or arising out of this
'i\,greernent.
 Page 19
lliGl.IIO!O

SIGNED at on 2010
For:
INDUST)IAL DEVELOPMENT CORPORATION OF

SOUTH r~'J,.LIMITE D

-4-~----~-
AS WITNESSES:

1.

2.

SIGNED al on 2010
For:
ISLANDSITE INVESTMENTS 255
(PROPRIETARY) LIMIT ED

AUTHORISED SIGNATORY
who warraols that helslle is duly authorised thereto
AS WITNESSES:

1.

2.
 EXECUTION VERSION

ASSIGNMENT AGREEMENT

Between

OAKBAY RESOURCES AND ENERGY (PROPRIETARY) LIMITED

and

OAKEAY INVESTMENTS (PROPRIETARY) LIMITED

and

ACTION INVESTMENTS LIMITED

and

INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA UMITED

and

URANIUM ONE AFRICA LIMITED

BOWMAN GILFILLAN INC.

165 West Street
Sandton
Johannesburg,2146
Telephone: (011) 669-9000
Fax: (011) 669-9001

N~ ~
C.INt Pnr!bltlhbAC:i~>!\l.SHA'NEl72!1763_ 1.IJOC
Page 2.

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION ...........................................................................4

2. CESSION, DELEGATION AND ASSIGNMENT ................................................................ ?
3. CONSIDERATION .............................................................................................................8
4. NOTICES AND DOM/CILIA .............................................................................................. 8
5. GOVERNING LAW .......................................................................................................10
6. JURISDICTION...................................... ................................................................. 10
7. WARRANTY OF AUTHORITY ................................................................................... 11
8. SEVERABILITY.............................................................................................................. 11
9. GENERAL ........... .,........................................ ............................................................. 11
10. COSTS ...........................................................................................................................12
C:\NrPartt'lt\Jhbl\i;fr,,.,,.\LSHl\WE\72675J_1.0PC
Page 3.

ASSIGNMENT AGREEMENT

Among

OAKBAY RESOURCES AND ENERGY {PROPRIETARY) LIMITED

a company incorporated under the laws of the Republic of South Africa
(Registration No. 20091021537/07)
("ORE")

and

OAKBAY INVESTMENTS {PROPRIETARY} LIMITED

a company incorporated under the laws of the Republic of South Africa
(Registration No. 2006/017975107)
("Oakbay")

and

ACTION INVESTMENTS LIMITED

a company incorporated under the laws of Mauritius
(Registration No.091783)
("Action investments")

and

INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED

a corporation established under section 2 of the Industrial Development Corporatior; Act 22
of 1940
(the "Lender'')

and

URANIUM ONE AFRICA LIMITED

a company incorporated under the laws of the Republic of South Africa
(Registration No. 1921/006955106)
("UOAL")

WHEREAS:

A The Lender has agreed to provide ORE with a term loan facility (the "Facility") to
partially fund the acquisition of the UOAL Claims (as defined in the Loan Agreemen~
(as defined below)). ~ 'iJ tl
~1 ~tl
t:9 -
 Page 4.

B. It is recorded that the intention of the Lender and ORE was for the Loan to be
advanced to UOAL prior to the Sale Closing Date to enable UOAL to repay a portion
of the Sale Claims and achieve a reduction in the purchase consideration under the
Sale Agreement

C. The advance of the Loan to UOAL prior to the Sale Closing Date was not acceptable
to Uranium i and accordingly the Lender, Oakbay, Action Investments and ORE have
agreed that, subject to the fulfilment of all relevant conditions to advance of the Loan,
the Loan wifl be advanced to ORE on the Drawing Date strictly for !he purpose
referred to in clause 2.3 of the Loan fa.greement.

D. The Parties have agreed that the rights and obligations of ORE as Borrower under
the Finance Dccuments to which it is a party as at ihe Assignment Time, will be
ceded and delegated to UOAL at the P.ssignrnent Time in order to give effect to !he
intention of the Lender, Oakbay, Aciion Investments and ORE referred lo in
paragraph B above and that UOAL will assume ali of the obligations of ORE as
Bcrrower under the Finance Documents in consideration for the discharge of so much
of the Sale Claims as are equivalent to the Loan at the Assignment Time.

E. In order to give effect to !he agreement of the Parties referred to in paragraph D

above the Parties wish to enter into this Agreement.

THE PARTIES ACCORDINGLY AGREE AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

1.1 The headings to the clauses and scheduli;os of this Agreement are for reference
purposes only and shall in no way govern or affect the interpretation of nor modify
nor amplify the terms of this Agreement nor any clause or schedule hereof.

12 Terms used (but net otherwise defined) in this Agreement have the meaning
given to them in the Loan Agreement (as defined below). In addition, unless
inconsistent with the context the words and expressions set forth below shall bear
the following meanings and cognate expressions shall bear corresponding
meanings:

1.2.1
 C \NrPnrtll!Ul1bAi:1Jv;:\i.SHNNE\72B753_1 DOC
Page 5.

1.2.2 "loan Agreemeni" means the Loan Agreement entered into or to be

entered into on or about the Signature Date between the Lender, ORE,
Action Investments and Oakbay, pursuant to which the lender advances a
loan facility to ORE;

1.2.3 "Parties" means ORE, Oakbay, Action Investments, the Lender and UOAL
and "Party" means, as the context requires, any one of them;

1.2.4 "Signature Date" means the date of the signature of the Party last signing
this Agreement in time.

1.3 Any reference in !his Agreement to:

1.3.1 an "affiliate" means, in relation to any person, a subsidiary of that person or

a holding company of that person or any other subsidiary of that holding
company;

1.3.2 a "clause" shall. subject to any contrary indication, be construed as a

reference to a clause hereof;

1.3.3 a "holding company" shall be construed in accordance with the Companies

Act, 1973;

1.3.4 "law" shall be construed as any law (including common or customary law)
or statute, constitution, decree, judgment, treaty. ragulation, directive, bye-
law, order or any other legislative measure of any government,
supranational, local government, statutory or regulatory body or court;

1.3.5 a "person" shall be construed as a reference to any person, firm, company,

trust, scheme, corporation, government, state or agency of a state or any
association or partnership (whather or not having separate legal
personality) of two or more of the foregoing;

1.3.6 a "subsidiary'' shall be construed in accordance with the Companies Act,

1973.

1.4 Unless inconsistent with the context or save where the contrary is expressly
indicated:
 Page 6.

1A1 if any provision in a definition is a substantive provision conferring rights or

imposing obligations on any Party, notwithstanding that it appears only in
this interpretation clause, effect shall be given to it as if it were a
substantive provision of this Agreement;

1.4.2 when any number of days is prescribed in this Agreement, same shall be
reckoned exclusive!y of the first and inclusively of the last day unless the
last day falls on a day which is not a Business Day, in which case the last
day shall be the next succeeding Business Day;

1.4.3 in the event that the day for payment of any amount due in terms of !his
Agreement should fall on a day which is not a Business Day, the relevant
day for payment shall be !he previous Business Day;

1.4.4 in tile event that the day for performance of any obligation to be performed
in terms of this Agreement should fall on a day which is not a Business
Day, the relevant day for perforrnance shall be the subsequent Business
Day;

1.4.5 any reference in this Agreement to an enactment is te that enactment as al

the Signature Date and as amended or re-enacted from lime to time;

1_4_5 any reference 1n this Agreement to this Agreement or any other agreement
or document shall be construed as a reference to this Agreement or, as the
case may be, such other agreement or document as the same may have
been, or may from time to time be, amended, varied, novated or
supplemented;

1A7 no provision of this Agreement constitutes a stipulation for the benefrt of

any person who is not a Party to this Agreement;

1.4.8 a reference to a Party includes that Party's successors-in-title and

permitted assigns.

1.5 Unless inconsistent with the context, an expression which denotes:

1.5. 1 any one gender includes the other genders;

1.5.2
 C:\t4rP0(1b;';.Jl1!)Acli';e\lSi-IAVVE\72Bnl~_1_DOC
Page 7.

1.5.3 the singular includes the plural and vice versa.

1.6 Where any term is defined within the context of any particular clause in this
Agreement, the term so defined, unless it is clear from the clause in question that
the term so defined has limited application lo the relevant clause, shall bear the
same meaning as ascribed to it for all purposes in terms of this Agreement,
notv;i!hstanding that that term has not been defined in this interpretation clause.

1. 7 The rule of construciion that, in the event of ambiguity, the contract shall be
interpreted against the Party responsible for the drafting thereof, shall not apply in
the Interpretation of this Agreement

1.8 The expiration or termination of this Agreement shall not affect such of the
provisions of this Agreement as expressly provide that !hey wHI operate after any
such expiration or termination or which of necessity must continue to have effect
after such expiration or termination, notwithstanding that the clauses themselves
do not expressly provide for this.

1.9 This Agreement shall be binding on and enforceable by the estates, heirs,
executors, administrators, trustees, permitted assigns or liquidators of the Parties
as fully and effectually as if they had signed this Agreement in the first instance
and reference to any Party shall be deemed to include such Party's estate, heirs,
executors, administrators, trustees, permitted assigns or liquidators, as the case
maybe.

1.1 O The use of any expression in this Agreement covering a process available under
South African law such as winding-up (without limitation eiusdem generis) shall, if
any of the Parties to this Agreement is subject to the law of any other jurisdiction,
be construed as including any equivalent or analogous proceedings under the
law of such other jurisdiction.

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

2. CESSION, DELEGATION AND ASSIGNMENT

2.1 ORE, in its capacity as Borrower under the Loan Agreement, hereby cedes, ~
delegates and assigns to UOAL all of its rights and obligations under the Loan
Agreement with effect fiom the Assignment Time, so that UOAL hall be

~('

/ ~
 C:\Ni PorH:i!Llhb.<\c1iy;i:\LSf-lA\rvE\72B783_1.DOC
Page 8.

substituted in all resoec!s for ORE with effect from the Assignment Time as ihe
Borrower under tlie Loan Agreement.

2.2 UOAL hereby accepts the cession, delegation and assignment referred to in
clause 2.1 and undertakes lo,.be duly bound by all the terms and conditions of the
Loan Agreement as the Borrower with effect from tile Assignment Time

2.3 UOfaL l1ereby underial<es to be bound to all actions lawfully taken by ORE and/or
Oakbay andlor Action Investments in relation io the Loan Agreement prior to the
Assignment Time, as if such actions had been taken by UOAL,

2.4 The Lender, by its signature hereto, consents to this cession, delegation and
assignment referred to in clause 2.1 and agrees to the substitution of ORE with
UOAL as the Borrower in terms of the Loan Agreement with effect from the
Assignment Time.

3. CONSIDERATION

With effect at the Assignment Time, and in consideration for UOAL assuming the rights
and obligations of ORE as Borrower under the Loan Agreement, the cession,
delegation and assignment referred to in clause 2. 1 shall be construed as a repayment
by UOAL to ORE of so much of the Sale Claims as are equivalent to the Loan
outstanding at the Assignment Time.

4. NOTICES AND DOM/CILIA

4.i Notices

4.1, 1 Each Party chooses tile address set out oppostte its name below as its
address to which any written notice in connection with this Agreement may
be addressed.

4. 1.1, 1 ORE:
89 Gazelle Avenue
Corporate Park South
Midrand
Telefax No. (01l) 542 1100
Attention Mr J. R. Parekh
C-\NrPortb!Uhb.!\c1i1e1lSHN;VE\728763_1. cmc Page 9.

4.1.1.2 Oakbay:
89 Gazelle Avenue
Corporate Park South
Mid rand
Telefax No. (011) 542 1100
Attention Mr J. R. Parekh

4.1.1.3 Action Investments:

89 Gazelle Avenue
Corporate Park South
Midrand
Telefax No. (011) 5421100
Attention Mr J. R. Parekh

4.1.1.4 Lemler:
i9 Fredman Drive
San down
2198
Telefax No. (011)2693116or(D11)2693115
Attention Head Mining SBU

4.1.1.5 UOAL:
89 Gazelle Avenue
Corporate Park South
Midrand
Telefax No. (Oii) 5421100
Attention Mr J. R. Parekh

4.1.2 Any notice or communication required or permitted to be given in terms of

this Agreement shall be valid and effective only if in writing but it sha II be
competent to give notice by telefax transmitted to its telefax number set out
opposite its name above.

4.1.3 Any Party may by written notice to the other Parties change its chosen
addresses and/or telefax number for the purposes of clause 4.1.1 to any
other address(es) and/or telefax number, provided that the change shall
become effective on the fourteenth day after the receipt of the notice b t
addressee.
 C:\N1Parlbl\JhbAcliV(<\LSHAViE\7:157B3_1,DOC
Page 10.

4.1-4 Any notice given in terms of this Agreement shall:

4.1.4.1 if sent by a courier service be deemed to have been received by the

addressee on the 7'" (seventh) Business Day following the date of
such sending;

4.1.4.2 if delivered by hand be deemed to have been received by the

addressee on the date of delivery;

4.1.4.3 if transmitted by facsimile be deemed to have been received by the

addressee on the first Business Day after tl1e date of transmission;

unless the contrary ls proved.

4.1.5 Notwithstanding anything to the contrary herein contained, a written notice

or communication actually received by a Party shall be an adequate written
notice or communication to it, notwithstanding that it was not sent to or
delivered at its chosen address and/or telefax number.

4. 2 Domicilia

4.2.1 Each of the Parties chooses its physical address set out opposite its name
in clause 4, 1 as its domicilium oitandi et executandi at which documents in
legal proceedings in connection with this Agreement may be served.

4.2.2 Any Party may by written notice to the other Parties change its domici!ium
from lime to time to another address, not being a post office box or a poste
restante, in South Africa; provided that any such change shall only be
effective on the fourteentf1 day after the receipt or deemed receipt of the
notice by the other Party pursuant to clause 4, 1.4,

5. GOVERNING LAW

The entire provisions of this Agreement shall be governed by and construed ln

accordance with the laws of South Africa.

6. JURISDICTION

The Parties hereby irrevocably and unconditionally consent to the non-exclusive ~

jurisdiction af the South Gauteng High Court, Johannesburg (or any successor to that
division) in regard to all matters arising from this Agreement. ~ N\1\

~/.' ~
 Page 11.

7 WARRANTY OF AUTHORITY

Each Party warrants to the other Parties that it has the power, authority and legal right
to sign and perform this Agreement and that !his Agreement has been duly authorised
by all necessary actions of its directors and constitutes valid and binding obligations on
it in accordance with the terms of this Agreement.

6. SEVERABIUTY

Each provision in this Agreement is severable from all others, notwithstanding the
manner in which they may be linked together or grouped grammatically, and if in terms
of any judgment or crder, any provision, phrase, sentence, paragraph or clause is
found to be defective or unenforceable for any reason, the remaining provisions,
phrases, sentences, paragraphs and clauses shall nevertheless continue to be of full
force, In particular, and without limiting the generality of the aforegoing, the Parties
hereto ac;mowledge their intention to continue to be bound by this Agreement
notwithstanding that any provision may be found to be unenforceable or void or
voidable, in which event the provision concerned shall be severed from the other
provisions, each of which sha!I continue to be of full force.

GENERAL

9.1 This document constitutes the sole record of the Agreement bei'Neen the Parties
in regard to the subject matter thereof,

9.2 No Party shall be bound by any express or implled term, representation,

warranty, promise or the like, not recorded herein.

9.3 No addition to, variation or consensual cancellation of this Agreement and no

extension of time, waiver or relaxation or suspension of any of the provisions or
terms of this Agreement sha:I be of any force or effect unless in writing and
signed by or on behalf of all the Parties.

9.4 No latitude, extension of time or other indulgence which may be given or allowed
by any Party to any other Party in respect of the performance of any obligation
hereunder or enforcement of any right arising from this Agreement and no single
or partial exercise of any right by any Party shall under any circumstances be
construed to be an implied consent by such Party or operate as a waiver or a
novation of, or otherwise affect any of that Party's rfghls in terms of or arfsing
from this Agreement or estop such Party from enforcing, at any time and wi ~ul

-' '
 Page 12.

notice, strict and punctual compliance wiih each and every provision or term
hereof.

9.5 The Parties undertake at all times to do all such things, to perform all such acts
and to take all such steps and to procure the doing of all such things, the
performance of all such actions and the taking of all such steps as may be open
to 1hem and necessary for or incidsniai to the putting into effect or maintenance
of the terms, conditions and import of this Agreement.

9.6 Save as is specifically provided in this ,l\greement, no Party shall be entitled to

cede or delegate any of its rights or obligations under this Agreement without !he
prior written col"'.sent of the other Parties affected by such transfer of rights or
obligations, which consent may not be unreasonably withheld or delayed.

10. COSTS

iO. i ORE shall bear the costs of the negotiation, preparation and execution of this
Agreemerit and the completion of the transactions therein contemplated.

i0.2 All legal costs incurred by any Party in consequence of any default of !he
provisions of this Agreement by any other Party sha!I be payable on demand by
the defaulting Party on the scale as bet.veen attorney and own client and shall
include collection charges, !he costs incurred by the non-defaulting Party in
endeavouring to enforce such rights prior lo the institution of legal proceedings
and the costs incurred in connection wiih the satisfaction or enforcement of any
judgement awarded in favour of the non-defaulting Party in relation to its rights in
terms of or arising out of this Agreement.
 Page 13.

SIGNED at on 2010
For:
OAKBAY RESOURCES AND ENERGY
(PROPRIETARY) LIMITED

AUTHORISED SIGNATORY
who warrants that he/she is duly authorised thereto

AS WITNESSES:

\~U\C~~l\q
41 7 !
2. I 'f\J?~t/I
{/ //" - - - - -

SIGNED at on 2010
For:
OAKBAY INVESTMENTS (PROPRIETARY)
LIMITED

AUTHORISED SIGNATORY
who warrants that he/she is duly authorised thereto
AS WITNESSES:

1. _Ai0:3tf\.dlu.'.X:t,l (o_
 C:WrPnrtblUt,bAcliva\l$HAWE\72i.lTG3_t.DDC
Page 14.

SIGNED at on 2010
For:
ACTION INVESTMENTS LIMITED

AUTHORISED SIGNATORY
who warrants that he/she is du!y authorised thereto
AS WITNESSES:

1, -Oeovv1 iv:ul \cJi

,,.---=-

2.

SIGNED at on 2010
For:
INDUSTRIAL DEVELOPMENT CORPORATION
OF SOUTH AFRICA IMITED

AS WITNESSES:

1. &-mll\d i I
L.U.,/ q ,

2.
C;\NrFoJ1bt\J11br\die\LSHAWE\72:il 7'.l _ 1 DOC Page 15.

SIGNED at on 2010
For:
URANIUM ONE AFRICA LIMITED

AUTHORISED SIGNATORY
who warrants that helshe is duly authorised thereio
AS WITNESSES:

1.

2,
 Page 15.

SIGNED at on 2010
For:
URANIUM ONE AFnCA LIMITED

{~~
AUTHORISED SIGNATORY
who warrants that he/she is duly authorised thereto
 "POC 3.1"

ID

LOAN RESTRUCTURING AGREE!,1ENT

INDUSTRIAL DEVELOPr;lEtlf CORPORATION OF SOUTH Al'RICA UMlTED

OAKBAY RESOURCES AND ENERGY {PROPRIETARY) LIMITED

a corr;puny lncorpor0!\;;,:J urt:10r U1e L'i\\S of if;>_~ n""pub!tc of South A.friciJ wilh 1egts 1ralinn nurr-ber 2009iD2lSJlf0f

DAKBAY INVESTMENTS (PROi'RiETAiWI 1.11.llTED

a C>'.JJrrany lnGrnri':n1tod 1cidt11 frw L'iw:; ul :_he

ACTION INVESTMENTS LIMJTED

:! C<!Lp;nv illt::UF:JIC!ti;d und-1r !J-111 l.1r;;~ t';-] llir;uridU';; ;'<ith f:1Jl&iratlonnumb0r 091783

(
 2
ID
1. OEFIN!TIONS AND INTERPRETATION

Jn this Agree1nent_ unless the co'11ext clearly indicates a con!raiy intenffon, L11e fa!lov1ing words cind
e;,pressior1s shall b02r t'ie rnB,snings as:slgno.J to mern and c-0gnete ff~ess1cns shall besr

ii 1

'Accrtwd Rehun' ff.,:;.:i;>;1 the r::ctrtied, bul un1raldi inle;rsst in Jn nrno1cn1 cl

H/02 OOO Of:'}01) (Tvi>) Hu11i1ed rn\lJ Miilio.n R(1nd) ES at 30Aptll

cornpany

"Addiiional Guarantor" !liBBITS any person \'<ho bBcorn.;:,s an Ad<litional G1.1araiitor in

ac{;{Jfdance v1ith clause 7 8;

j l7 "Asslgnmeni Agreement rneans the Asslgnroont AgrOOrnent entered into between the
Lender, ORE, OaklX\y, A<:tion lnvestrrlenfs arid ihe Borrower in Aprtt 2010;

"l\u!horised Sigrrntorf means ooy pe<Son duly aulhorisoo to bind any OblijJ!Jr under !he
Flnarn.~ Oc~urrrBms;

;fj
/1 CI
/ /

I
 3
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Silver Heren TraC.e 14 (Proprie!ary) Umifed-2,5% (t1;vo comma five !MfCent};

t!SS

l 15.?

! l. W "BEE SP\t" 1rc-2an..z !sland~;;le fnvcsrrnon{s 255 {Propris!ar1) Um!tcd, registrsbon nrnrber
d_'.)f)l !{)3S324IO "! r a fDfrjJlf1Y duly !nco1porat0d in ar...cordarlce 1.'Ath the k!i'#S of South Africa;

1111
COil3{1n!um 2r;d tt:B BEE BPV pursuant ta which inter alia shargs conpnsing 26% {t\\-'Snfy-
si::.. ~s,rcs.r't} of the entire Issued share capita! of !he 8orrov.nr are acquired by the BEE SP'V
pursur:nl ~o the BEE 1 mnsactioi Oocumen!s o-n !lie Sale Closing Dail1;

'j 1 12

i t 12. 1 \he F!estructuring Agreement enk1red !nlo ))et11een the Bo-rr0wer, Mlca\riiber '.39?
(Pr0prie1rvy) Ltd and tho BEE SP\/ on t!ie Sal(j Closltig Date: ard

li2

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 ID
~Botrower" means Shiva Uranlum UmltOO {previously known as Uranium One Africa
UmitE-.d.i re-ghJtration nurnbef J921/D06955/06, a company duiy !ncorp-on;ited in accordancs
\\,it.h !ha !aViD of U;o Repu!)!i-c of Scuth Africa:

rrKHJns any ci1y other than a SaL.Jrday, Sunday or stati.:itory pub!k holJGay

rn-ear:s !he lntsrest to be tJBltdi.sed in accorrJ.ar.ce Vi:ith RiB

j 1 t::- ~capita! Amotff,f rrreans (.al !he Principal Amount and {b) the Aurued Return;

Ou::Slnrnjing' meBfis !ha aggreQate of the Principa1 AtriOUflt and Accrued Return
05 Jt slgna\ure of L'lrs Agreement; togt;ther Vr'llh a.It accrued interest_, 8iid char0es -due
H1eteon in m:onJar:co \kirh I.he terrr-s i)f this Agreement and any foes at on11;1 costs- or
~~;y;ounls D\-dng lo the Lender by any Obfigor In accordance if1i1h lhe tsrrns of lha Finance
Do>.::Llll~Sn\5, :.o,ft!ch -at any time and frorn l.i.1ne to Ume .tlav0 nq_t boon rmrt1ld or
!ffovocab~y, uncondiUonally and ITT tu;!;

Llli

j 19 "Conz.titi1Uonal Documents rreang at any iirne, tf'1ie then current end up,l1>d0!&
cG!\Sllti.i!'.rn al oocumnnts nt each ObJ1go1 .at such limar lnctudlng, 1.vlth6t,1t h1nitation ard
its. rrrenrJrandui11 and arilcles of -asscclaUon, rn-emorandurn of
inco,po;2iiu1 andfor certi1lcate G>f incoipcra!ion

'CPI' means the cono'!J(ncr pnce index_ for aH expendlh.1r.a groups: Metropolitan and other
1.nb&n ercas {82000-100) rts poblisticd frm7i time lo time by StaUslics SA ln SIB!istica!
R..t1kJ;:i.s,s P1(kl1 i provided t 1;:-;t ff af!B: tt:e Sig_nal1Jre Date:

v
I
 i.20 2 eithf!f the Lencl,er or th.-:! 8--orrower should notify the other en rs.:1sonab!o grounds
th:ut d~1e Lo a change mcircumswncss, !be Jr-1dox is- no Joc:gei- reprusentailve,

then, ;n any such ckcumsLancr;n, !he Lender and the &1noi:1er ~"1H use such other offJdaJ
infon-nation or Index e<1\cUatir:g ti1e rate of lnfiaOon as ni.:1y bs tNal!Bb!e anJ ae-ceplabie to
!hem, or la!hng such a;:;c-epfamce lhi!hin 3 {Llree) 8usif!'3S5 Days of ths Lender ot tht1
BornJ\'ier decl,;;ring a disput in writing as tn- ihe l11f1Yrnatitn or index as-coptabls to lt, Llert
for tl1e pl.nposos of !he Fihance Documenis, an alternative li:dax Shell be deterrnlned by a
6.:::dsion of a panel of 3 {!hr&B-j independent charl.BR.'-d accountants nf South Afric-a
2rnoo!'1f()o aJ tfr? req.1est of the Lern::!&r or tfi-; Borro~-vor,. by ihe Chief Ecunoir'ist cJ !be
L~nder which dBtcmiinalion, and any deteirdnation by SL'Dh parl$l as to the dale frorn
whicl1 ar;y B!ternaiiVB index shall take 6ffec~ shall be- blnding t:pol1 the P--arhes Tha costs O!
obk1inlro such daterrninatlon shall be home by the Borrower;

!21 'Cefa~i!f means an Event of Default or any event or circumstarn:t:s epecitled m Clause 14
cf O-e-iaul1} v,-hit)f11,vould {with the exp!ty Qf a grace pe_rjod, ths gfvlrig of notii;;a, the
ff1a~ln~J o! 2/ly Ueforrn!nab'ori under !he Finance D-ocLtri:$flts er :.my ci::iitl:inallon of 1he
!c1rrcv<Jin(!} t:;e ar, Event 0f Defau1i;

l. l t/

''Ojsposal" nv:;ans a sa!ei lease, lkence, tr:;;irisfer; !can ot olh'3r disposal tJy a pri~sun ol any
.ass::?l c~'id&rt.akmg 01 t-iJsinas.:; (whether by a voluntary or Jnvoiuntary single transaction or

"Effective Dute 11sons 1 May 20i J,-

I
 6
ID
1 127 "Excess Cash" rnaans tr.e su11 of U1e cash balances in the bank accounts of the Borrower,

l 2{. i

Ll.7.2

! 12?J. scheduloo interest and capfu:i! repay,i10nts en

!nc!uding !hoT.e of iho Lenc.tr

L23 means 31 Oclcbr 2016:

! 1.29

I l 2~ I

L1.20,2

'Guarai~tct means ORE, Oakbay and Action lnve~tments or an Additional Guarantor;

'H "indeb!i.:;dnes.;;~ sft.-s\! be construed so as to inc!uc.ic any obligation (vtiether incurred as

pri:Klp;:i! 0; surety/ for the p:iymenl or repayment of money, Whether prBsan-t or future,

,/
 7

1 1.33 ''!nve.st\gn1iori" means tne Investigation o! each Bonowsr's bJs!ness ooodL>tt&::l by the
Lender pursuant to Oa.kbay's application for the Loan, and which ,~hall include, as may be
nsqui'rsd by the Lender iri accordance vAtft ils p:-Jicies from !Jine lD time, any protlity checit
lnto lJ~e dira:::1ors n12nag0rnent and/or shansho!d-;;ro cl ecch Borrower:
1

i. Ll4 ~Lend2r~ meatis !nousttial Deveioprnent CDfl=l{XaHon of SoJih Af1ica UrnHed, a corporatico
estahiishod uridsr St:ction 2 of the Jndusti2l Oevdoprnent C'-0rp0ra!lon Act, '\940;

~LtH:In" fT1eans lh& C8pital IVT1.ounl being a pnncipal sun1 of-R452 GOO OOO (Four Hundrecj
aG-d Fifty T1110 Mi!l!on Rand);

L L36 ~Loan Agreement~ means the P..greement entereiJ Into be~w.;;,:;rdhe Le/1'JBr, the Borro'.-Yer,
ORE. Oakbay and Actton lnvaslrnents in ternm of wnicn tlJe Lender actvancyid
R25D OGiJ OCO {Two Hundied and Fiffy Mll!!'on R::mdj iee1i to the' S0rrcwsr d:aled 1i April
2010:

or

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 ID
1 ! 40 ~i\bnth'' ir,eans a perod s!anlng 0-n one day ln a ca!enjor month and ending on the
numc,ncal!y cvrrospooding day ln L'le next ccbndar rnon.lh, except L~at:

t1AD i {subjcr;t lo 1, 1_,_Jl) 3

Eusins.ss Day;

if tl10re is no numerical~' correspondng day in the calendar month ln v,ihich ~'la!

r;Brl0tJ is lo end,_ that periocl shali end en ihe !sst Bu;:;\ns~;s Day in lhfl:t calendar
1rr-Jn!h, and

lf an Jnten~~t Period OOg~ns on tho !ast 81.;sJness Day of a -calpndBr muntti, Llat
tntem-st Pef!Qd shall ehd on the bst Business Day ln lf;a -e&iendar rr.cnlh ln whi-ch
t:-ivt !nte-rntt Period i~ to e11d:

l.44 ~ORE'' m&ans Oaki'.K-N RGE/)UrGBs and EnBrgy (P-rq'.lfiB:ary) Urnited, registration nurnber
20091021537.'07 a company du!y incorporated in accordance wlth the: iaws of the Repw-b~t

tl 45

mon1J;1y in nrremB end o~i<.ufaie-G ,,n a 365 [1hree hundred and sixty-five) cbY year
,-rJ
"'\ ~ 1

1f\)1 ~: t CJl,
dv\1\2,~j
 \iiTeSf:ll'i8 of whether Ot' not the -year ts a leep year)) from ttn16 to !ime publlsh-ed by
FirstRand Bank Llmi\ed or Jts succcssor"in-!lto .as being its prime rate as csrtifiBd by any
rr-an;;:ger or divisional director of its first National Bank or Rand Memh;:u1t Bank dhtisions,
V!hose appoiri'Onent and designation nsed not be provsd;

l 1 :;_7 ''PrincipJI Amounr ffi$'1f~$ !h11 pru;t<p:Jj ~~!Jfl I of ft?'.i{j {Xi'.1 oon (TW(c Hurdred and
Miliiori fland} granted lo the BrnTO\'J&r by the LenG'sr in 1011112 o! l.lle Loan Agreemtnl:

L1AJ

"R:.i-J:jev~nk Mining ~ight' means n new crCe~ f-A1nir9 2iglit (DME Reference_ 228 MR}
gian!ed on 28 Oc-tober 2006 and reglsterad in the iV!insral and PB!Joh~t.Jm Tm~ Regis.iratlon
Office lh Pretoria or 23 July 2007~ in tenrm of se{:tion 23{ 'I} of the MPRDA to tr,e Burro1Ner
in re.sp?Jclof variods tarms sl~da!ed ln the Magislerinl Dlst.ric! of K'ofk31c\:>no,also f19.fizrrzy-J to
as ihe Dominlon Reel Uranlu1n ~1iin0;

l i G0
Uranlurn 1 zn<l Oak.bay en 30 May 2009, as arner:<:!-<ed prier to tha Signature Dale by
\r'..t:lendlllT1 Mo. 1 da1&d 2 JiJ!y 2009, Addend1,:rn No. 2 dJt-Bd 20 Aug1.;st 2009~ Adc.;indum
No. :J daled25 February2010 snd Addendurn Number 4 dated !41'1 P.pri! 20i0;

L!5l "S?'.n1red OMtga~icns~ rr..eans sii pre;1ent~ future, nctuGf and/or cV?tting.snt obilgations,
nabliilies .and C,1;.:;bis due or o,;;;ed by 1he Obtigorn (wheuler sclety or jo1nt~r 'Aiil1 oL~er
por:>ons_ nnd WifHher as principq! or sure_!y) under tihy or al! o! tl1 Finance Doccments:

''Security" rr1..:s0s a rnortgage, cession, pledge. !\en. or ot'-1er socurity inierest secunng Jny
obi1gat1on ol ~1ny p-B1-s.on or any other iilg:1-c...,zrner.t or arrangement having a sllniiar J.;:jffecl.

'Security Documenr rnear:s:

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 1C
ID
the document recording tf)e general notarial bond referred to in clausB 10.2.2;

I, L51J

Right refo;rred to in d2usd 10.2.3;

u'ie dceun10nl n:P.::ordln tile; i:essia1 in secuNtlifem de:bifi of. al~ms against debtors,
da!ins under inGur3fcG0 and dairr:s h respect Of cash balanco.s hs!d at ban1<
accounts refiz.rrcd to !n d2u~e 10.2A;

and any oiher document anl0rc-O in!o by an1 CtAigor cr--aai.mg or exptes.ood to ctea\e any
Securlty over a!! or any part of its .a~:els ln resp-QCtof U1e cl:iligGtions of any of lhs Obl!gors
Under any Of the finance C~G\Jff:Bfiis,~

L i.55

U.56

to pay in paying any of !he SBMe);

1 1 so 'Term" means the pen.ad comrnenc!ng an !he S!g:nature Da!e and" $'i'ld~ng on !he DLscharge
Date;

I
 11

i SS 3

!lw Shoreholde1s Agreement;

the LendtSr ptJrsuanl t0 b~B Dccun1ent.s;

1.1.61

1 1.6! I the ncqul.sition of any .shares in the $1lar~ .capi!a! of, or othbr iSquil'J intarest

\Vay ot the ecqursition er crBaCon _of any daims on roan .account (whether
coupted wb'l BO ;';\CQUisit!on of shaf0$ Cf not)j in, tr-e Borro\8f and/or ORE or
0

the arqui'5!lon of any int&rs:st in t~c Mins {lncludinq, without limitation, by

oaru1e:3ui:olby e11; paftt; other than the i..s--m:,'er; or

save: for any acquk~ltion ::if shares (fi !he 8orrovr0r or ORE by theJr respective
en1mov.iee pursuant IP any errpioyee share ir:cenVve .$!"..:hr;:rne ar;xr"H'' I in
writing tty the LendGr in ad1::-u1ce of !ho lrnpiernenta!!cn thereof;

1 i [;2 ''Uraniun1 i" nkwns Ura11il;n1 One !1r.::crp-0rated. (corporation nurr,ber 6364-24~1), n
cCTpo-rn!JoP duly !ncori;x1;atwJ in accordance 1wL'< the taws of Ontarlo Canada;

I
 12
/DC
"'vVarranty bate' means lhf~ Signature Date, the Efiective Dal.B and each data prlor to Iha
Drs-c11arge Date

VJords Importing any g0r11:.irr sh2H mcluds any of trie o!har genders, arid VJ.1.wds irrporJng Uie
sfngular shan ilJdUds thn r;iura\, :Snd lhe C::::-rwerza shali .also apply,

1A i'\ny ref;;r~ritu In ih1;; ;AgrB:brT\(lfl! t0 any clht;r 0qrc:1tJffr:rd Jf i:k:-cum(m! er fir<Jnce Dr(:urnenl shrill
be cons&-ued as a n;;forerce :o that clh:r agrst:n-:-snt o~ dccurrJ~nl er Flnan-c;o Docrnnen1 as rnay
1iu1/6- t.~~1n nrneiid<'Kl. ,,.,;no~d ;)! nu1n!frd frc.:1n lirn::; to wnc

15

II

I" The rule of ccnstruction mat in the event of arnbigui!y a cqntract rnus! t-0- interpreted a_gafnst if.a

19 Unless inconsist~snr v,iLii. lhe con~aid or :save where Hie conlrary is expressly indcated1 a reference

l JO Al! fees and cools payabk: unCElr \hts Agreement aru exclusive of VAT

vI
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ID
2. IMTROOUCTION

2. f

Agreement.

25 For the avcidanc,e cl doubt, ORE-shall rumin a Guarantor a! l.he Borrmvefs obllf.tations under &ie
Flnanro Docurr.en!s

loon taciMy shali t:-c

3 REPAYMENT

3j f

bo OL lhe 3i March 2D15, 31 March 2016, 31 March2G17 and \he final

I
 JDC
11.5 on each rE.p.aymen\ d<-i!& as per dause 3. i A, !lm Borro~ver unOOrta!\es to ca!CJ.tlB:te
Ille Excess Cash and to pay le !..ho Lendor SD"fe {fifty percent) of such Excsss Cash as
a Cnsh Sweep not lr.i1Gr than 5 {fivB) Suslr~e.<;s tkr'ft-'i after said rep-ayrnen! oo:e, YVnre
5J)o/' t:if iho E>\ce-ss Cash rcDuHs in an 21nount greater than I.he ootsJanchng
Arnounl, the iepayi-ranl will be Um1ted to tile cutstandr1g amount

J_J v
LD
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/
shaU be Issued to the Lende.r al a 1C~fi (ten percent) dfaco1mt-0f ms iisting prtce.

J,,t The LeOO;ir shall have 5G~t (fifry percent} cash slNBep on ariy Excess Cash1 which cash sweep
shall be applied flrst tO\Nards the payrnenl of any ;;;ccrued in1_0rBSt on the Accrued RetLfn arid 1

there:after if there is any rsrn<Jining amount of lhe cash sweep,. such arnoun! shall be app\!Od
to1ivards il'.t:1 repaymenl of !he Accrued Re!Gn1 The Borrower undertakes to pay to the Lender 50%
{fifty percent) of the- Excess Gash vi:thb 5 {five} 8usU1ess Days Df deliv-siy by lhe auditors of the
audf!ed financfa! sta!Sff'Bnts_ Such P&:i'i'Yler;t by !ha Borro\Ner sha!f axordngly n:dice the arno:,.,nt
O'Nlng by the 80f!0\\12r to the lender,

4. VOLUNTARY PREPA 1MENT

4l A! any tirne priJr to the Fmcl Repsyr;1;r1 D2te tmci for a{1 king as nn OfJtauit is conUnulng. t~e
Bcrrow0r rnay by giVJtlf f1> !hr; l.nrd0r not !ess than 5 {fiv0} Busine&3 Days' prior wiitten notice to
!hat ef!ect, prep::;v t/1a 'xhuk: er a c0rt1c.n ol the Capital Outstanding (the 'Voluntarf Prepayment
;\rnourf'J, Sl.fbjtJCl to thf:. cnnditnns- and pr~J\'1Bions: r,;lating to propayrn&nt as set out in da~is.e 4 2,
i::y pny:ng k !l\0 l ~nder ihG ;i~grGq2.V;; ol

I
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412

4.22 i

INTEREST

The Pnncipa! Arr,,-Junt shafi besr ir.tere-s-t al !.he interest Rate \~1hlch ,e,fu!U be pa~'sb!e quar!eitv
comrnendng i May 2Ci l-3 ;ir:-0 which shaf! accrw 011 a day lo ooy basis -ov&r &!6 Tenn and shell be
c:akula;eri en t"ie actual nurrb0t of dB}> e!z;pwd and on U1e basis of a 365 {t1rDB. hundrW nr.d
B-hty five} d01 y<?8r ir.rS-p0ctrHJ oi whetht~r or net tha npr;iicOOlc y6ar ;s a ~eap year.

!
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 16

5:2 Subjvcl to L!:-ie provision ol d-ause 50 al! interest fnc~udng !nterast on \he Accrued Return shall be
c&pili!ise<l frorn tho Elfe-.::llvIJ Date tJnti! lhe Fmel Repayment Date.

6, DEFAULT INTEREST

7. GUAR!\flTEE AND INDEMNITY

7.1 I

ur:dertaKes with lk3 L-enrk~r \ha\ \\t:ensver the Borrower does not pay any amount when
ciuB undar 01 1n U>nn;;clon \-Wth any Fir1':1ries fJt,"CUfn,;nt, L-1'-iat Guarantor sha!! imrnediaialy
on cr.emar.d psy \hat 0:-r:c1t.r; .as if il was tl1e principa!-ob~fgor: and

a:ire-es with the L~~nffir :ha1 ,f any OO!ig.nhcn guarsnletl:l by His or be-::.ornes unenforce.abie,
fnvafid or :E$Qal, it wm as a.n 1'ndependent and pnnui;y cib!igation, indemnify hle Lender
!n1rn12d.::i1Biy en derrf!n<i sgnin;\ ~n1 cos\, fot:-s or Habili~t il incurs es a rt:sull of the
Borrn1A1r n-cl payirv.J any 8HlDUHI ih1c:1 would, but ior r:uc'i unenfcrceat~lity. lnvaHdity or

/
 ID
il!-sgaHty, have been pay0b!e by lt unC->&r any Finance Dc<0un1ent on the date when it wo1..1ld
have be-0n due. 1lie arnount payable by a Guarantor under this Indemnify will not fXCc-ed
ttia arr1ount Hv10u]tj have !lad to pay 1indBr this clause 7 if lhe- amount cia!rnod had befJn

This g11B.ranies is a cor:tnuing gvarantee and vAi! extend to !he ultimate tai21nce of sums
by J.r<y 0Jligor enC0r lhe Fin&r'!ce Oocum0n!s, r:;:gardless of any inrerrneCiate payment or

f3 Re!nst;:;tcrnent

1-f any d~sci1a1ge, rdaase or a11.angi;;1r2-nt {wh0ther ln respect ni the OOHg.aUons of any Obliger t-f
Bi1)' soouri~l for ir:rJ.se cbHg:0tlons et olhetlilse) Js made by Lle Lender in v-lho!e or in part on ll)e

lisbilay or e.ach
Guaranior under this douse 7 will continue or be rulnstatsd as if the dl_scharge, f$-leaw er

any tirne, waiver i:rr consen! gra1ted to, nr corr:-posifion. 1&ith, any 01'.JJJanr or otter person:

7 42 the refeass ol any 0~h<~f Obilgor or an; other person under !he lerms of nny compo.sitirn or
 '18
/DC
the !EliJnfl. v01ittii01t t:Grl'p!z-;n1i:><:~- n~c;1nrJt::i_ r+,;Jf'lS''liU! or r\Jfm:ise ~;11 Ci refusJl er negltcl to
rerfe-:_:!, tflks. up er Bliforco. any riglils Dt.Jflln::J or sBCtffi~t ov~1r ;:issets of, any Cb!;qJ! er
ollkH p2r71on or 2ny tnn-presentalim) or nor;.-..-:;bs(:rvaJ1cu of ciny fbnnaflty or o!l\8f
fa:'.ju11i::rn9f1l 1n resp-t;,~! of ;ir:y ~nstr1irr~;,ni or nny fa1iky0 kl 1eHlb~ the fu!i va];_;e of Gny

p&rson betcre c!airni~ig from that Gcrirantor under this clause l. This waivor .appHes Irre-i'..PfliVG ot
any law or any prov!slcn of /1 Anance Oct!;uroont to tl12 connary.

I
 ID
-" .l} App1oprfJtian::>

Un!ll all amounts which may bs or becCff\6 payable by U1a Obiigors under or in connection w1L1 tf1&
finance Dt'Cun;snts have beB!l irrevocably paid JI} fuil, the Lender (or .sny p:-'fson on its behalf}

i'.D l

TJ">-2 ho!U 1n rni 1nt2r'9s!-be0ring sus:p:::K/J LJO:cilnt any rnOOtl/S r<;;c,w1ed froir Dn:y Cuor2r1k,r :J1
on J~c~:unf ;"f any G;ort;ilk'r's !int'i!1ly ur:r:.kir lhis G!JtJf,f! 7

7J

or becorne payable by the Ob!Jgcrs under or )n ccnn:C;tlon Wllh the

FinAnce UX!Jrf'Bnts hava been lrrnvocab/y pak:! In full arid unless the Lender oth-ar-1,i.:;;e no
Gus:an~or \'<ili oxorcise eny rights vA1ich ii may havo by reason of pertonri.ance by 11 of its
obiigaU011s vrrj6f the Fin::ince Dncurnents or by teason o! ariy amount being payable, or fratdi[y
arising, under thfa clause 7

to be indemnified by an

7iI

any rights nf ti'.0 L'i:<IXi>.:t Vd~l 1h:1 F1r1:0cnrn Dcciirbr-;\s er of ai:y other Q1JamdeB or s-e-:::;urity
tqkon pU;-si)anl lo er !n c,:.in1rectior. Nith lht;: /'.'u[;lr;r:e lY>curnen!s by the L8fl\1Er;

I
;/
(/
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20

to bring legal or et.her prry.;.eedngs for ar, order reqlriring any Obfigor !o rnaks any payment,
or perform any obiigntfo!'\ !11 respet:i of which any Guarantcr has given a guarantesi
unC-ertahlng er lnC-0mr;Jty undei" clause 7, 1;

reqLms.t. !he B0tro'01er nh-n!l procure !hat S;Jr.h 'At,cllv-cMied subsidi;:iry be-t0rrws :a Party to t1is
Agreement as f.:m Additional. Guarar.tcr by a duly carnpleted Atcassion Undertaking to
il~e La11d,r- wltbn 14 (lourJeenJ days of rqce\pt b'/ the Ecrrowor ol such wii!len iequest from the
L-erdBL
 2'i

U REPRESENTATIONS AND WJ\llRArfflES

0_ j

B2

!15 j

v1ul~1tB or cont1tct wit'l the TH1ns1Jdkin D.:<::u:i~nts 1 any Egf~ITI01ll, rrorig-age er notarial
bond or lnstrwn-ent or traaiy to- tt;hich anv of h'10rn is a pl?-Jty or vt!Jch is binding upon any nf
!hern or any i:J tn~;ir fJGSBts: or consUtute :a Ji:;l&Ult or tern1lnati1..-in $venl under any such

I
 ID
exceed ;;.ny limn on i1s pov-;ers: or

rasdt ln any of JL<:. n.ssets be'if,g ancun1lJered w!thoul tbe hntN,i5"4e and coi:sent c.f the
lencer;

B.7 no litigation, arbitration or admlnistrat10n proceet::iings are present, j'..'fflding or thresUJned ag-afrrnt It
which, If adversely determined1 wodd rosu!t in a Material Adv.srs& Event,

it has not GA.en any corp.,-;11als action, nor have zny other s!eps lliil?n l.ak0n o: legal pJ cGGedlng&
start&d or thn:mlerd against It (or Jts business n:r,scv;~ pn:,'CBs'i:l111gs, winding~up-,. d[sso!uiioo,
adminislration or re,or8anlsaUon or for !he enJoro::in;ent ol .sr.y secur~\y i:ilf'Jre~st over ai! or any of lts
revenues or assets or for the Rff-Oinifl:cnl of a bU$1f!GSS rescue practitioner, receiver,
.arin~stratar, adm\1~strative recei'Ar, ifll$.\OO or Bimi!ar of~.c&r ot !t m of a\\ or t;ny of tts .as.sets;

by it
or en its behalf, t;'l:nd s:Jppil&d to the Lend.:ir purtuant to LtJt; temis cf t1:s Agr-aerriefll :and in
Cif,!BrrplctUon U12r:;of in any applk>'.1!lons or cor;;mvi1ic;1t!ons w:tn the tender and U1a TranW:Gtlcn
D;x:um~1nts lo \l!ihlch it ls a pa;ty and fr1e ha:isat:oti0-11s conterrplal8d thereby .zre true and accurate
ir1 a!! rnatelial r-espi;:cts as ~1 the Gale i! liVBS given and is not rni.siead!ng i.11 sny rnateria! resp&e!S

8 H}

to rnateriaity and ad1trsery cJf&r.t th~ duclsicn oi me Lender 10 pmvidB line.nee to the Borrower,

b:Jslness and cornp!y w!!h its ou!ig '"""" under the. Trnnsact!on Do1>11n0n!s tci Which ~t ls a pJ:rty
and to enswe !ha! the otiigat!ans p;.1pressOO ~o be as&Jrned by it thereunder are iegal, valld.
bndlng arr._1 enforc&.8bie l1n4e tmi.;:-1 -:iblaini::::J c,; 2ff0cterJ ~.a:o 2pprr;priate) nnd are 111 full force and
r.-Jfoct;

J
 23
ID
i~ i2 Hhas dUiy and punctually pa.id and discharged at! faxes impoE..ed UJ'.hJn 1t or its ass,jfS- will1in a lime
period allowed without lricuning qnaJHes except to flH1 extent that:

812 l
those Taxes 1n accordance \yi!h tb0 zccountina oril'.c'r.rcisand thw: !he hearing haa not yet
bB2n fina1isd;

8:.11.2 Jf it \<,~lhho!ds paymen~ !t has fun1itJ:sd th-e Lcnc!Gr, to Llre L1.::;ni.Jer'$ &:t!afacl.ion, wllh Ute
de.lads ftaly SLfJport>?d by reasons, why !h8 p;;iyment has bss:1 w1thhs-kt a:idtor

n !'!' ''. it is not cvefdue fer a period df rriDro lh;;n GO (si.~ty) dny~ in t.l-ie filing of anv Tax ro1um;
v "

to,!he best of its krmlf,.100ge and befief {hav:ng rrv:ld-e all reasonab~e Jntsmal enquiiir:i.s}, M dalrns
are beit;g or are reJson2Jliy likely lo be asserleci ~"'lth f$spsct :o Taxes (cthet !han where
any such dairn arises a5 a resu!l of the set cu~ in clause 8, 12);

t: 11 {o!tier thB\\ Oa~tr-ay nnd Aqtiun l,nvestnyanrs) it has net cr-eat0d any rh:;bsntures, mortgag.es,
charges or liens no::x lncurrs<l any liabilitWs, V:'hether C"vfltlJ:gant er cif,t<rt11se, whkh are rna!'erlal for
di&J!csure to any ln!endk1g lender o\her ihan !hose dlselosBd to il10 Leider ck1ring the- Investigation
Hnd H1ose-perrnlit0d in tarrr.s of th0 Finance DocurnanG:

cor1s~doralion or vb1ates

8. 16 Oakbay, ORE and the BEE SPV have entBred Jn!o a sharnf<i/der's agrt'OEn1eni, in a form and in
substance sa!lsfactor; to ~f;e Lender. mgulaling their rBlabon5hrp as direct and indirect
shareholders of lhs Borrow-er,

11 fs recorded lh;d L1$ Lender has en\ered int<; !he Finance Occumen!s to which ll ls a parry on the
stre-nglh c;f, and refy1ng en. m..teh repr2sentations am;i warranties, .each ol Wh1ch shali be deerr.00 to be a
SF.ipBrri!c ..v;;rrBn:ly 1:n1,J ropro;SBn'.aticr, Qlven '<'rithou! frrejudice tu any other varranl1/ or representation,
and deemt"fj to be. a rrie~erla! rep1e-sentci:i0n i1cduc1ng lhe LertJf:if !>..:enter intG the Finaties Doo.irrr&nts lo
\'>'ll1ch it 1s a party

I
 9. POSl11VE UNOERTAKIN\!S

of the Lendor (:1r,dlor of any international

oove!cpment fundng inslitutk;n providing lu0ds tr,; the lender for p';ff;(:.68$ of th;s Le-an} at
aH reasonsble ~mes to insped ns premises, v/l:rks and e<1wprn0nt end lrs bcck.s,
L-k7.;urnents and records and fo rnake exlract~ fr<irrr or cc,;:,1ss of LlJV latter on the

understaridif'Q that irilorrnafion obt:ainsd from 1n)' Obh'JJf ~,1F rerr.ain ccrfidenUal {except
whero disclosure to ro!avant au!Jloritie.s ls req1ir01J ender applice_;:,ie laws} ,and mstnc!&<l l.O
the LenOOr, any such institution and their rsiip.ecti;;e ::-ersrmnel;

ensure ifiat. the uqulpnient. services and work.s to hs procured by th~ &rrower, ara
procured rn order \o seek t1e most economiwlly advnntfigeous hpilon fol!o1t"t:ing appropriate
procurernent pro{.:edurss in L1e iigh! Gf !he drct.Ynsllir~cus and taking fnto a--cc-uri qua!ny
and afflciency;

913

its BUdited annual ffriancl.ai slrilerr.ent~;., a~ sco'l o.s such ciocurntints .are evallabl-e,
but in any sv0nt 1tithin s1>: I-Aonths althr the end of the CTnancla! year concerned; and

0 LJ.2

relevant calendar rronlh, snd

S,i.3.3

'V
 require arnendn1e:nt lo tha Bt.Xifr3l 1hen the Pa1tie;; shall ff\$Sl 1 \-VHhm 5 {five)
Bu,'Jine.ss D.sys lror1 d;;;t0 of rBCBict by thB Bonower of a notice of such notice al
zrnendnent, :o negctiat8 in good faiin with ei vlew to 2g1eeing lhe Budget !n the
event that 00 c~11:--;;e1r;>:;;,-,,1 is rsGched Withh 5 {five} 81.miress Days o; the good fa\1h
negoiiatierns, !hen ;ha Le11der si:a!! effect w i01t ften perc&n!J index on !he. next
f;na1ic!s1 yb:.:r;; BudJ&i, Th& P2rlfes. ;:1grcs U'1at t:~e fON~ard !D0ki11g rronihly
;1hall the flYJJ'39:3 ct:01:3nc41;;;;! and copi!a! co.sill- as
det,;;;rrnlnod front !h-::i rfl1:rst recent Mnag0n10fi /l_cccums and tho Eh.Jdget shall
equat-a lo !h& iocv_12nJ 100~ing rno0f;l:1 bd'.'..."gets, rnu!tipliad by 11-Ne!ve;

at an times irmure \Vi\11 -an insurer acct:pbbk:; to !he L::n03! and keep !nsvre-d to l.ha
saiisfaclior of tfl-e Lend.er n!I its present and future inswrabi0 ssssfa for such am:;unts and
2ga!11st sud1 risks as tl\u Lsrdet rriay from tir;e to tirne fS{;uire and VA!!, ff ca!IBd lf\Ci1 lo do
so, cede- Hs under the policies in respect cf as.sBt.s over Vihicll lht:1 Lerider holds
terms of the Finance Docu1ne11ts !o the Lender
as collateral soc1_1rily. Shvu1d it fa;! lo efft<:l L'kl ins-t.ffar;-r:es required in turrns ot lh[s
AgtBBnient or to pay the- premtur.!s Mereon wnen die, lhf,;- Lenriei ahall have !.he right to
&f!eci s~ich lrmtrances and to pay suer. prem!unr" lo 1h-e ins11rer- cor:wrrOO a1d to ret"-Nver

calculated from the data of such paym-eni bJ thg Lender lo the i;Jats of Belt.tat
rslmbur;;ement by the Borow':i:, tofh zfa,ys :nc1us1ve.

con1Pt'y !n <-:'l raspocts \'tili1 a!! it:r;ys, indudh'Q, bwt ricit 1irnile<j to en'..-ironmernal taws to wt+ich
it is ,;;ubjoct and to ob!ain and r;;:ompdy renew fr01-:r t;rrc, ~D frne and piurnUy furnish
certTied ccpies to U-:e Londer oi ail 1nate;ial ac.:&1.:msahons, &f:"prr,,11211.s. conse1H, licenses
ar:o exen)l1ons. if any, as rnsy he
 26
ID
or enforcsabi[!ty of the Fin-znce Dc,curnents Each Ob!!gor shall upon req:ue..;;t from ijiS
LenQer1 supply evld-ance to verify Hs ful!ilrnen! oi !hat ubl1galion;

9 L7 promptly inforrn the LerC-er of nny evont or any cir'cum$.tance whatsoo1er which is likely to

9J.8 prornpUy pa') a-nJ d>Schert'G all Tsx.os whats_,mvi;r irrp-o&.cc! upen its assets, rBvenues1
bus!noss, und0f!G;king or lf!1k:ss to the exLent thai the same- sha!J be contested

lhem_

9_1.iG
fue-roof DiJainst ihs Borrower, wou!d
or is likely to consmuta a M\aleilai Event

9?

Oat~:

annueP.y update lhe Life cl Mine Pl;::n in fBS).A3-ct of th& l\Alne and 6.eirvor to the Lender a
ucpy of stX:h :;pda!OO Lffe of lviine Plan;

I
'k
I
c;iJ7
j
 the disct1BrQs (/untreated mining '-Nuler into Rf1,;onostersprul! due to the disrupted water

9.25

lO SECURITY

10. ! .As
DDcurnenLs to lhe lender Rr.d ensure Iha! such

Borrvwer shall if>2fnl3.in i:+nd and ORE shaf! proctne ihat the Borrower rnaint0~1s} !he

in .such form and

require, a rriortgane bond over tr.o PrtJ,_."0ftY i0 sect;ring a pnn(\pal sHrn of H250 OOO OOO
{1\vn Hundred z-nd Fifty Ml!lion Rand} and an aj\JHJ0n2! sum. 111 respecl o! inte1 a!lo interes~
 28
ID
to such terrns- and ccndltior1s as the Lentbr rrra'./ 121,;ison.abJy
roquife, a goneral notadaf bend ov,;r a!! d tne movablti assets of the 8orru,ver securln@ a
1:-rincipei sum cf R.2&1 000 OOO (T1No hundred and flfly Million Hand) ar;d a:i ~\.-;,J:Uonal surn,
in rosp:;cl C!f mtsr aiia lnteresl end cot~ts. of 30~k \thirty) percenl of Bu<:.:h prncipel 2.UffL

in such form arid to sue~ tenns nnd conditons as the Lender :tidy reasonably

DQO 000 (Six Hur,d:!Xi Miilion Rand} end on additional sum, in respi3d of inler &lia inton:ist
percent of such priry.-::ipat sun1: and

HJ2.4 IH such forn1 and subj-e-.ct to such terms and co:-idllions ns tne Lend.s:r may reasonably
re,qrn10, B ,;:;;ss1ori in sectHitatem debiti of a!! of I.he Borrower's c!ai!ns ag8inst lts det:-tors.
c!am1s Grtd,:;r lnsLszir:ciss ;;rl::i dc:iims in respect of ca::;h balance.;: held at bc1nk accounts,

do:uments """'"""'.any IJ'.}l;Br of .altsiJ1oy lt1 .a form and in subslance acccptabie !o the Lender's
t~onveyan-cers) r&,!i,ll>'1c:Ct; Wlll!i'ecl bv l:h6 c:.nvoyancers. ap!',Jointed by U1a Lef!<Jr:rr for lhs putpo$BS
of arneru:ling the Seturity r0fened to u1 clause !-02.1, 10.22 or 1023, as !he cscse may

Lender er s1Jch ccrvofaJJfers r:ny C-0e~:rn$nts 2s may r&nso1.abiy be required by such

convey::incers in connecilon ;.;ith D' !lfaCB:ssz;ry luelfecl suc!i re9islrall0r<s

11 NEGATIVE UHDERTAKINGS

1t i Each Obliger {othBr than Onktay 5rYJ Action Jtr."estrnenisj undertakes thal d11:ing !he pen.od
commsndng on lhe SignJturB Dat~ and &t.di!if.J on Iha Oisth21qe- Da'.e, :l shan nol withoul the prier

I
 to lnscrvenc'/, recori.s.trucUon or rcadjusl.!T1cnl of debts er reHei from creditors;

change !l.s purpos.e andfor the nature cif its business: and shall pr'ocure Ulot no ainendrnenl
,shall b1 rnaoo fo the !ems of lts Constitutional Docurnents ln a \3'( inconsistent wi~l the

1l l 3 amend, aHnr, r<::p!ace, cancel or terrnin1.1la or agree to anrnnd, ;:f\sr, replace, c.sncel or
toirn;nn!e lha Trsn::2ctlon D-c;:.vrns;<!s to -vt'iich it Js a parry;

11 !_;j

r1:pn; ar;y arncunt O\\-Sng by it lo r;,r;y thlr<l party for so Ieng as HD\'1es any arncunt
actual 01 txmtingsnV in torn:s of the f!nsnce Oocumenls, unless In the ord1nary course of

11. u;
and scops of its business .and is to be dl&::harg::'i'l within 90 (rrlnar1) days Jf!tir such
lndci:>tB.-:hG$.2 is !f'lcurred) in &xcesa o1, Jn the case. of ORE or !hi1 BEE SPV. R 1GOD 000

1LL7

on its stalf or 2l<y .emp!oyee of lba Lender

cl
 such pa-yrrrent wou~d have t!-ie effect cf :::ausin-g !he ratio oi Shareholders' lnterust to tot2i
assets ret.;;nt:.d to above being reduced below the af0fl2said or

IL
acxuniing of South Atdca

i t.4 1

11 ~J.2

belance- on 1nwme staternent arid. inchJd!r19, in ibG SfJ\B discre!ion of L'1B Lender, any
amct1Dt atl(bu\abio to a revaluation of liXt:U DSS2its),

Ille excess {in the sole or;inlon of lhe Len{lef) vf tl1e value ol ta11~1tb'e us,_st~'.s i)var
thair t.vc1f. vaiua.

11 I I c

1 i {18

I
'
 ID

ps shareholdftr in rB:spe-;::t of b18 Borrower so as tv

and undertakings to! out in clauses 8, 9 and 1t

!here sha!! be no cl1ange ln control of efo'ier the Borrt:iwer or ORE, as t1e case may be~
wl1e!hsr dfreotly or indiractiy which hctc3 the ,:{!fed of chari.glng U1e lo the dirf;{;tors of
the Bcm:BN8i or ORE, as the ei,':ise may t:B, or to BXfH'~ise any vvtir,9 right~ (d;:-,;;.ctiy o; indiruc!fy) ~t
Dny rneeting of dlroc.tors or shareholder-;; as from fr1e f'G'S:tlor! vitlhout ttif! pr;e-r written
consent of the Lender

!4 EVENTS OF DEFAULT

I ~ .P
'J v
141 I

Any Obligar d'.J-es r.ct pay on the rJu-e date 2ny 2rnuunt ;:~1/a};!e purnuanl to a Trans.action

!-l L? Other Obllgatlons

1.11 f I

No Eveqt of Oe!au!t uncfur c!Huse 14. L2.1 l!'i\U 0<:::cur j{ lhe fa!lura to corrp!y is
capable of remedy and is rernedied vtilhl11 10 \ten) d:;.ys of I.he earlier of {a) the
Lander giving v.titten noBCe 1hGreoi lD the Cbiigors and {b} ths Obllgors bocomin~
swars- of the fail Lire to oompf;,

14 i.3

repre,sentatioo or sto:iliJIT'J3nt m300 or doomed io be m..:ct> by arry ObLgc'f in lhe-

'f rans.action Documents or any other ctoourr;ent OO!ivered by or on tm~aif of any Obliger
under or In connection wflh any Transac!lo-n Dc-curnsr1t is or ~roves lo have b<Je-n )ncerr2G!
or rnls!eadlng iri any matsna! respec! when made or coorned ft b0 rna6:_

desciibsdj

{ cl
I
I
t/
 35
/DC'

Obiigor duB -and p3;1c:bic p:-;r:r k) it;::

t_~fJtJ!t {f/JWQ\'Of di;!SZ~filL:;d'r

lnso!vcncy

1.~ 1 5.2

Insolvency Proce{?dfngs

er roo1ganis:al\on iby way Df vo!uniary af\<l_nQotr:-nl, scherne of arrar-g-srnent tJr

0a1erv'fise} of any ObtJgar;

ObhgoL

rJ
 ID
!4 L6 3

14 1D.4

14 1.7 Creditors' Process

Any t1.prDpriation_ aH;~,d1mart ssq~~o,:f1:-:iFrr:\ ,-Jh!h'-:= ~ or ex0cu1[cf1 :i_ff;Yj.; any as;;-st vr

;;t,,sels l)f any Ob!J~~.-;J, BAve for ;;iny B!l0e-m>0r~t t,:;qt\es rdL;,1_ disl.r;;ss c1
1 ~;i:fr:1jfa.m >
1ti1ich

1s ccnte.s1J:;d ln gncd fr>ilh in OJG,;f!nJa1tc8: ,vJ!l lhc.: rde:.: u,-d l'F'l p\~fi,i.JJ fiJ-l 1::;\1\ in lhs rvl&s.
of-the rel&1a11! cqu;i wi'1 ls dischsr~i,;J '!.'<thin .30 ltl1i1tv} d;11~;

H ls er tscornet un!a Nfu! for any

0
Oblil:JfJf to
Transadion C-x::<:utnen!s,

14.1.9 f~epudkttion

Any Obiigor repudiates. a Transacti-eti Doctvf>:cnt or t.'Vldsnc~ Jn ln\Grltion to ropudtale a

Trartsaciion D-o:urnsnt

I
 ID
ii, l_ H) Failure to Comply \vi!h Fin<i! Judgernent

Any Obligor iaHs \Nilhin 1-5 (fifteen) Business Days of the duti data to coirply >Jiilh or pay any
sum due Jrom it unc!-Er any f!nst ludgernent er any fine! OF.i::N rmde or g,iven bj any court of
competent }uri.sdjc:jcn for a ~urn in e/icess of Rt OOO OOO (One Mllilon Rend)_

Any Material Advsrss Even! occurs

14J, l? Oakbay Net A1set Va!uc

Oakba")l's net ass-::Jl value falls be!ow \ts net G&':~l vakie i:fy;te-m:;Jned in accordance \'.iti: the
audlied consolidated arinuai financiaj statement of the Qakbay group for the ffnaiida! year
endc0 2& February 2009

!4.2 Acceleration

On and at any lime aHei the occurrence cf ein E\ent cf Default tit: lender may, withouf prejut!fce
to any other it may have urd-0r U1is any oti1er Transaclion Document or at law,
by v.'filten notk:e lo frie Borrower

14 2. 1 declare U1a! al! or fXlfi oi !he Loart le<J;Blr;er 'NHh accroI~-0 tn1Brsst, and al! other -arr!<::i1inrs
accrued or outs!anding und11r the Ti"fi.nsacticn Oc>Cvr~cmts Ce imrne-OLo!ef'_f due 8J1d payahlo,
v;.tlereupon they shall become irnmedtate~1 dus and payabf-e; :arid/or

declare thal ali ot pan of the L0en b-e- pnyable on de-n--ond, wt1are-upon it shall in1ffied1ats!y
bBC:omo PBYBb!a Oft dsrnand by the lender

(;J

/
 38
ID
15. INCREASED COSTS

H. by reason of (a) any change, occurring after the Effective Date, Jn !aw or in its !nterpretation or
admlnlstraUon :and any !aviJ relating lo Taxes, lodes and !mf!OSis {exdudng th& rate ot Tax charged or. L1e
eve-rail income ol th-e Lenclsr) arid/or {b) cei'ipllance with .nny nx:1u0-Sts 0r req:Jirernents,. made after the
Effeclive Date, io-laLing to the rnainte11anc0 ofcaphal or requlred rnln!rnum ie.vel oi !!quid ass-sts or any

i 51 the Lander is unabi6 to cbtsln \h0 rats o! rE:tun1 on tha Leen vvh!ct1 it 'ttould have b~t.m ab!e to
obta1n Dul for !he change in \a) or fo} above;

L"'Jndtir entering int'.J ,_1 "'''"""':icr n;,.ei;nt1ifiil1i.J J 6.1n1rn1tm;:inr et pfrrinnning 1!s c.blifp.!ions un:for
ihis Agrai;;n10nt or

15.3 the Lender lnc\rrs e co.~t or the~ is any increasB in tliB ccsls to U!e L~nderof Juridir.ig;

then the Barro\VBr stiall. fron1 time to tirrye .and wlthln 5 {rive) Busins.;:,s Days of a VHlUen demand from thE
Lenc!'8r, pay to lhe Lender a!T-OUnts suffic:ent to ind-sH:dfy tri8 Lender from and a.gains!, as lhB csw may
f)t"J, [i) t:UCh 1'$...1,ic1inn in the ftflo of n4un1 on tl-it; Loan or {ii) !o1.Jd1 cost er {i!i) -.suc.h increased cost ot
Iuodbg.

Vi f,IARKET FLEX

10 1 if al any Jima p~icr fo the Discharge Dale, the ler~dm (acting r0asor1ably} Ceterrnlnes !.hat an event
or i.:irc:.int:1tance fjnc!udng any cr.:.::urrenc& or a Ma~rlal f'...t!v01:~s EvenQ or the co.1tinuation of any
circun1st;J11Ce has c<:eurrtid \each, a ~Maf.,,,el Oisniptlon Evrynr} \M11ch, in itS )!'.Jinion. has act<1eroeiv
affected er could ad;;ei-s.ery affect the rntarnatiorG! or any ret:va.n! do1nestc syndicalOO loan,

I
 arrangernents entared iDk'.1 with counterpaniss ihat have- equlvalent .:redi! ratings, then the Lender
shall adiise the 8:)rrut1!'lr therBuf in

1~' I Upan rnceipt by \JIG Borro\ser of the no!lfirallon conlemp!aiG'U !n cbuse 15" t the LenckH and the
Barro\-\'nr shali enter into 11eg0Ua\lons for a peiioc! of not more ttmn 5 tfh.t&j Business Daya, v~itl1 a
arid!or olhsr amendrnentJ required to ensure lhnt ~1e

tmnsadion refhx:ls c;1r0ni nB1kct requirements frn- compor3ble financial arrangernGnts ei1l$rBd
into with counterpa""<lBi~ U-a\ havs t'qUlvBbnl credit r-anngs:, h1i!ing ag1':>'l"J1n'3n!, the LBiXk1r sr1all

,,;ccordi11aty

16 3
sh2ll be binding on all Parua-s, riro~ided thsl lh\'.l 80rtt)Wil Shall be anlltled to forthwith repay ti"1e
Loan shot.tid lt be di~Bil$ti8d with the tern';$ of sueh arternaliv~; priG0.g or 0-tl1er arnendrnents.

tr TAXES

17_ 1 All tyrnanfs f;y bs rnn-de- by any GDifrJOf to the- Lender ur.def Lha- Finarce Dom,.imenfs shall t:-0

rt.Qu!red lo rnaka such payment subjfa;l to- Jhc deduction er wl!hho-!din-g of Tax, tn whfch c.:.rw tl1e
-urn payable by such otligrn- Orr IBS-P0tt of wl<:ch $UCl1 dBd~ic-11011 or ;;~thholdlng ls require<) to !)El
rnadej shal! be mcreased tc the e.x.tent rscss-~a:y to ernw0 that ths Lender rt.;t';eivss a stn-ri, nef of
fltrf dedtwtfan o~ 'hithlit1)dmg, eqoJJ to ih0 t;urn which it v100kl fiave r.scet,,'ljd had nc such

en acccunt of TBX on or in relail'on ta :Sfff SiJM rt-Jcaive<i ot re;:-eJvabL"J Ginter any Firmnco
Document {inctudfng any GUflt deemed for purp;;sgs. of Tax \c be recsive vr ri;cefvabh:i by the
Lendsr, whe\hEir or no! L~I sun1 ls actually recelv0J or nx:eh1ubie) or !f Rny llobi!ny Jn ;,;sp~;d of
iJ;fy SlCh psyment !3 esserted. imposed, !-:wiect or assess0tl againH ihr.4 tender, the Borrower
shall_ upon dcn1011d of l'u3 Lender wdernntfy life L11Dd'.;'1 8!:1Sinst such ayrnent or fi;1bi!1!y. 1<:-'1ether
Aith any irlterest per:ni1ic.:; costs Bf{J expenses pay;1blu or lnc.unud H1 connection thorew1th
0

/
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20. GOVERNING LAW

Ths entire pr:::,i1jsj11ns of Lhis _Ag1.ss-r0ent sfla!l be guvjrnsJ by and cons-trued in Jccordance >Jlil.h th& icN<S
of the Rer:ub!ic vf Sout.h Airica_

.i I JURISOIGTIOll

22. PAYMENT$

22 I

Eacl'l Obliger h8t0by acl,cowiedgJlS and agrees tnal for as long as any aroount is owing fvhe!her

shall J1avti Iha nght t0 ap1or0pr1,;to nnd anccale any 'f\Ctiie.~ recdv,sd frorn any On!lgor to any
!ndcl:ittdness or obiJQJiticn Df stv~h lo \hB: Lef!!ier as the L&fl'.Jer may ds01n fit mUB so!e and
dbsolu!e discretion, and each ODH;:ior hBfBby wa;ves. !he r:snt to nan-le the debt to wh!c.'l $BY sutl!
monies rr.ay or st1a\l in such 0vcnt be allc-cated ci apprc;pria:Bd

or Arising out of
ol such judgrnBnt by ftJJt.on ot nny sd .oft u cowiter dalm du,3 io ar1y other oo"!tradval c: d&iJciUB)
ciaims er causes Di vvhatso-C:Vbf 11Bt\1ft:i Of h<\vsocvet arfsin;i
 43
ID
this Agrserner;t and a11y other re-!evant Flnanc-e Document tc any person Wit'icwi the ecmsBnt of
&F'f Obll~JOr, save thai !he Lender may not cede its righls under clause BJ !0 eny person {'Mlich [s
no! a inerrL0r of Ule LenC';;;r's group Df c.ompanit:JS Of .anoiher South Affltjl1 Drn1t;loprnsnr FinaJiGB
lnsl1tJ!lon) 1;:'\hout the prior \'f1itten consent Of Oakbay Each C-~!igor hai-cby o:insents to arr1
.5plltting of dsn-rr3 L:lat msy .aliss fron1 any such c11ssicn, 001.eg8ticn or asslgnrn0ntby tli0 L.er:der.

27 NOTICES ANO OO~YCILIA

27.1 Notices

27:1 I

27, II !

pi'lysicaJ Bddrs-ss al 19 Fre.drnan Drive, S.aridov:Jf1, 2196, and

'27 j ! 12

'i 1 I 'l

27 l i 2 !

27 ~ 122

Tbe 8orrovrer1 i!s address arc telefax nu1nber set oot in !ha Assignmert Jl..greemenl;
and

\c
cl
t!':1 f
'
{'
 Any Additional Guaranior, its Bddrsss and tele!a;< nunlber set out ln !he Accession
Undertakfr1t;

notice or cornrnunicaton required or perrniUOO to be 9iv,;in In toerrns of tnis Ac!mcomant

si1al! ba veild and .eff8ctiva r!flty if m wriling but it shall t-0 corr.p0len! to givo nollco by
te.1efe,"( lrD11.:i1ni!1ed k) il:s !efiafax nurnb:-)r set out Cff'i.';s.1la !ls narrs- :sl:.'J\."1.t

Ei!hcr may by vHitton no!ico lo the other P&ty change its d;c.'0Bn-addrss;::e.s and!or
telsfax r;:_Jff<btr for 1he purpo-&:ss of dause 27.1. ! to any o!her .address..ss 2nd/0r tEi!sL::ix
nvniber; prnvidaG thDt ir.e change shs!l bec0t;1e elfecUve on !he 14'' (fct1m?&nth) aft0r
tfiJ rEtcdp! of !ha nc-Bce by the ac,!dr~s..see.
Any noilcs glven 1n ierms of this AgreBmeni sha!!:

27 14 I if s-sn! tiy a courl(jf service be- d@emed to have be-sn reci:iv:;d by t!-ie 1:>JJr:.c,;;sse en
tha 7'" {:ssventh} euslne;;s Day follov.ing !hB date of such ssnctlng:

lf trsnsrniit&--j by facsJrnHe be deerned to have bf,sn rocsh,;ed by l'ha addr&ssee cfi

lhJ first Busin~:Js Day otter fi)e dalu of tn.:instnissicn,

unles:; the ccntrc1r1 is proved.

)i J5

cc-mrru.Jn1catlor, to it ncl\->,1!.hSlanding Iha! il was not s;;;nl lo or deilv-ered' al its chc,sBn

address and/o! rt-iefo~ nurrter

'i
l

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 45
/DC
27} ! Each ot the Parti1;s cfiODS.3S Its phys-ica! addras.;1 set out -Cf!X;'.\i'.O its narr.-0 in dause 27 :!
as 1M domioNum cifi:indf i::t executandi at wt1!ch Cocunien!s in !e']al prcceeCif\gs h
ccrnit.>ctioo '<vHh this Agreement may 00 served,

Eithet Party may by viri!!en notice fo ti1e other P"'"' "''""""it-s rJon:idLJm trorn tmva to Unw
~o Bt'11'J'.:;er address, n-o! being a pos( officQc bo:i or l1

provit:'.":.,'j/j that any suc:ft changf) shg!! only be elfecHv-.; on ths-foune,::fi!h day B_ftt;r I.he rc-ceipi
or d0err1..x1 retBipt of tile notice by !he other Parti; purso;snt to cLsus-e 27, 1.4.

21' 1

and thB ciher Transaction Do:uri:snk &nd tl1B corrpleUon of I.he

trsn::::a<::fa_:.ns conterrptated by the Transaction DoCLlm6rits {inclur~ng, 111i!11out lirnitallon,
e<tonm''' !ti\Js charged by tho Lt:;nder counso!j incurred by !hi:: Lender;

2b l.2
c,;:inlempbte-cf by clause 10;

own c!iBilt and indud1ng, W!thrn.A limitation. co!!scbon ch<irqes_, Ll--ie costs incum-id by the
L~n(illr in cnd8:;vv..;Tlng Lu enf\J1 ce its rig11ts prior to L~ inslilt;tit?fl of lega! pro(.~ee<ljngs and
ihe cos!s ino_;rttd !f1 cor;rx::tticn V-!Uh lho s-;;His1actron or enlorcemen! of any iucbn,~rr!
awarded tn lnvcL-I ul lhe Lender in n~tHion \O lb rights. in term.> o1 or i::lrtslnn Dt:i of any
f-fn~--lnce-D::)ClHY1r:.nt: P1d
 46

13 lA the VAT i,ytilch any Obligor is obilged to pay to ths Soull1 African Revenue Service- on w1y
fees wiiich Hie Lender cl1arges any Ob~igor in !enr.s of tl'ii'> AgresmsnL

29, GENERAL. CONDITIONS

No re!axaticr, '\Nh!ch U1s Lend:w- may affo\V any Obliger at any li1TB in out of
t)J~, shall:

,:9 ! l pruju.:ITca zny oi the Lender's fights under any Flna:;ce Oor;ument in Bny rrwnn-:.:-r wti<.1:,:vt;c
:.>r

29.2;!

2'.J J
or un{}:irtaking, whether expre&:., irtlf~ied or tac!t1 not contain&d !n Llfcl AgT~ffiBril, CTIB.}'
ba relied on by any Party.

30. COUN!EliPARTS

This ?J]T01crnoni rnay be 0xecuted 111 arry nu:nber of counterparts and by d;tferent PcrtJos hereto- in
sep<1raic r,cunterpar!s. each oi w!Yich vvhen so executed shall bo c1een'!Bd to t:e en origWlaJ nnd ail c!
which when taken tog-other shail constitute one and rhe s.:1ma ngr&irn&nl

cl
I
 ID
SIGNED al SANDTON w
For
OAl<BAY RESOURCES ANO ENEHGY (PROPRIETARY}
LIMITED

S!G.MEO atSANOTON on 2014

OAKBAY llWESTMHHS (PROPRIErAR\1 UM!Tt!l

AUTMORJGF.D SIGNATORY

AS \A1TNESSES:

'I
'I

I
 ID
S!GNEO ai Sl~NOTON on
for:
INDUSTRli\LDE'JELOPM~l'll' COf\PQR,\1'iON OF SOUTH
AFRICA llMfiEO

JI\
~-;

"

I
'

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 ID

FORM OF ACCESSION UNDERTAKING

." !ndusfriel Devek-pmqnt Corporation limited

Sf!IVA URANIUM LIMITED I OAKBAY INVESTMENTS (PROPRIETARY) LIMITED: ACCESSION

UNDERTAKING

V'Je rt+.:r tu L"1e Loan Restructuring AgrernBiit da\-zd I 1~Aay2013 enterer:! info bstvzoen !ndushia! Development
Cor,:mrai1ur,Llrnited, OakbBy !nvestm-ents (Prcyriet-1r1) UrnitOO, 0Jkbay R"1sources @nd Energy (Prop1i6taryJ
!'.cfftn1 frr:estrr1enls UmHOO and Shtva P..uranlurn Umib.;:1~ \\h,;i $Aofi.;:sirnc1nt'}

fhis is ail Acv.eJs[,;n Unclertaklng:, Te-rrns U;i!int.<1 nJ fr'0 .Agresrnerrt h~YJe: the sar::o
Unde:rtakin;J unless- given a different meaning in this /\ccession Und~rlaking

pnssrt nf!rne of Addiironal G11araniorj agree-? lo be.cornG an AC-ditiona! Gu2ran:c1 ard to t>fl t-ound by the terms oi
tl"1z Agreement as an .Additlonal Guarantor r..ur~.uMt to claL!SB 7J1 of fhs [Insert narne of Add/tionsi
Gueraoto!j ls a company duly incorporatsd under the !~JWS of r11.snw

na_m<J of hddifi.011af Gua"8nfor's] adn1lnisiJative ds!aiLs for the Pll'I~~\'18E of ct!J:;o 27. f. -1 4 o! !ha
AgroEimimtare as follows

fax No

--t. Thts Acca-ss1orr Undertaking ls governed ily Soutli African la>fl

I
63
 npoc 3.2"

47
IDC
SIGNED at SANOTON c11 2014
For:

AS WITNESSES:

SIGNED ru SN'JDTON en

-~--------------
AUTHORISED SJGUATORY

AS WITNESSES:

1.

2.
 S!GNEO {l\ $1\.MOT(JN OJ\"

f\11
AGllDN fNVS'fM!!Nrs UMlT12'0-

AUTHORIS~D StGNATOi\Y

\
SlONEPat SANOTOl-lo11
 19 Fredman Drive. Sandown 2196
PO Box 784055, Sandlon 2146, Sout/1 Africa
Tel: +27112693000
npoc 3.4 JDC
Fax: +2711269 3116
wvN.r.idc.co.za
lndu5trial Development Corporation

Our ref: IDC 407424.14/Nozizwe M/co

01 July 2014

SHIVA URANIUM LIMITED

JJC House, 106 A 16th Street,
Midrand
1685

Attention: Ronica Ragavan

Email: ronica@oakbay.co.za

Dear Sir I Madam

AMENDMENT TO THE LOAN RESTRUCTURING AGREEMENT CONCLUDED BETWEEN INDUSTRIAL

DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED AND SHIVA URANIUM PROPRIETARY LIMITED
and OTHERS DATED 24 June 2014 (the "Loan Agreement")

1. We refer to the above mentioned matter.

2. The terms used herein shall be as defined in the Loan Agreement.

3. We confirm that !DC management has approved your request to revise the repayment schedule set out in the
Loan Agreement

4. Accordingly clause 3.1 (specifically 3, U to 3, 1.4) of the Loan Agreement is deleted in its entirety and replaced
with the following:

"3. 1 Subject to clause 4. the Principal Amount shall be payable as follows:

3, U an amount of R20 OOO 000,00 (Twenty Million Randj on or before 31March2014; and

3, 1,2 an amount of R50 OOO 000.00 (Fifty Million Rand) on or before 30 September 2014; and

3. U an amount of R30 OOO 000.00 (Thirty Mt1/ion Rand) on or 31December2014;

3. 1A the balance of the Principal Amount of Rt 50 OOO 000,00 (One Hundred and Fifty MH/ion Rand)
shall be paid in 4 (four) annual instalments, the first three shall each be paid as follows: 30 June
2015; 30 June 2016; 30 June 2017; and the final payment shall be made on 31 March 2018."

Industrial Devetopment Corporarion of South Africa Limited Reg.No. 1940/014201106

Oirectnr.:r M l..V H!.ahia {Chaitmanj, MG Qhena (Chief Executive OmceFJ, GS Gouws (Alternate} {ChiefFinandal Officer), P Mtnethwiil, LI Seth/eh-em,
JA Copefyn, B Dames. L L Dhfamini, RM Godsefl. BA Mabuza, SK Ma pall a, l R Pitot, Dr S M;;g\11entst1u-Rensb1.1rg, Z Vavf. NE Zalk

Group Cwporate Secrerary: PB Makwane ~

~
 /DC
Industrial Development Corporation

All interest due on the Capital Amount has been capitalised until 31 May 2014. Accordingly the following
clause shall replace clause 5 of the Loan Agreement:

"5.1 The Principal Amount shall bear interest at the Interest Rate which shall be payable
quarterly commencing 30 June 2014 until the Principal Amount is repaid in full. /nlcHest shall
accrue an a day to day basis over the Tenn and shall be calculated on the actual number of
days elapsed and on the basis of a 365 {three hundred and sixty flve) day year irrespective of
whether or not the applica.~le year is a leap year."

52 Subject to the provisions of clause 5. 1, unless the Tngger Event occurs, Capitalised
Interest including interest on the Accrued Retum shall be capitalised from tile Effective Date
until the Final Repayment Date. Where the Trigger Event occurs then the provisions of 3.3 of
the Loan Agreement shall apply

5.3 The Capitalised Interest shall be repaid no later than on the Final Repayment Date."

6. Save for the proposed amendments, all the provisions of the Agreement shall continue to apply.

7. Kindly arrange ior the attached duplicate of this Jetter to be signed by the parties indicated therein, thereby
signifying their acceptance of the temis and conditions thereof, and return same to us by 4 July 2014. Unless
we receive the duly signed duplicate by 4 July 2014, we will assume that the parties are not in Agreement with
the contents thereof, in which event the proposed amendments will not become effective, and the terms and
conditions of the Loan Agreement prevailing prior to this letter will cont'nue to apply.

Yours faithfully

For:
INDUSTRIAL DEVELOPMENT CORPORATION
OF SOUTH AFRICA LIMITED
 /DC
Industrial Development Corporation

Nozizwe Mthembu: Manager: Legal & International Finance Department '/lll' 011 269 3367

Enquiries: Macheli Ntsasa (Senior Post Investment Associate) Post Investment Monitoring Department
Direct line: 011 269 3082machelin@idc.co.za
Copy RECORDS
 /DC
Industrial Development Corporation

SIGNED at on 2014
For:
SHIVA URANIUM LIMITED

CAPACITY:
who warrants that he/she is duly authorised thereto

AS WITNESSES:

1.

2.

SIGNED at J'AN.iY!V rJ on 2014

For:
OAKBAY RESOURCES AND ENERGY PROPRIETARY LIMITED

who warrants that he/she is duly authorised thereto

AS WITNESSES:

4
 ___ -~-
,. 1
~

SIGNED a' 011 2014

For:

"'"'~7]J_~-~-~-
CAPACITY: I ~-~
who warran\5 tha~elshe is duly auJhonoed ii1s:e!o

AS \'\l;TNESSES:

2.

011 o~z.. 'J 4 L'/ 2014

For:
OAKBAY RESOURCES r''l.NO' ENERGY PROPfCET.A'i~Y UM!TED

CAPAClrlr:
who yva:rrants that he/she fs duly authorised !hef'B\D

, .i. i
..\,ic-1.