1.

The Seller represents and warrants on behalf of itself and Rock Island:

(a) Rock Island is incorporated as a private company with limited liability according
to the laws of the Republic of South Africa with registered number
200202575507;

(b) Rock Island is the registered and sole and exclusive beneficial holder of the
Licences [FULL DETAILS TO BE PROVIDED] in respect of the Giyani Gold
Project, the Licences have been duly and validly recorded pursuant to the laws of
the jurisdiction in which the Giyani Gold Project is situate and are in good
standing with respect to all filings, fees, taxes, assessments, work commitments or
other conditions on the date of this Agreement and the Closing Date and until the
[SPECIFY DATES];

(c) the Licences are free from any and all mortgage, charge, deed, security interest,
pledge, lien, royalty, preferential purchase right, or other encumbrance or burden
of any nature whether imposed by contract or operation of law (an
“Encumbrance”) and to the best of the Seller’s knowledge, there are no
unrecorded Encumbrances against any of the Licences;

(d) no taxes or rentals are or will be due in respect of any of the Licences

(e) the Seller has the authority to sell the Rock Shares in compliance with all
applicable laws and regulations and there are no agreements in force which call
for the issue of any share or loan capital of Rock Island (including, without
limitation, conversion rights);

(f) the Rock Shares are:

i) free from all liens and Encumbrances;

ii) the only class of issued and outstanding securities in the capital of the
company; and

iii) are validly issued, fully paid up and owned by the Seller;

(g) Rock Island has not been engaged in any manner whatsoever in the carrying on of
any trade or business and, accordingly:

i) has no indebtedness, mortgages, charges, debentures, guarantees or other

commitments or liabilities, present or contingent, outstanding;

ii) is not a party to any contract whatsoever other than this agreement;

iii) has not given any power of attorney which is still valid;

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iv) is not a party to any litigation or arbitration and, so far as the Seller is aware,
none is threatened or pending; and

v) has no assets whatsoever other than the Licences

[FULL DETAILS TO BE DISCLOSED OF ANY]

(h) the Seller has no knowledge of any material information which has not been
disclosed and reported to the Purchaser and any applicable regulatory authorities
nor any knowledge of any material adverse information which may affect its
ability to maintain, sell or transfer the Rock Shares to the Purchaser;

(i) neither Rock Island nor any of its officers has done or omitted to do any act or
thing the commission or omission of which is or could be in contravention of any
statute, order, regulation or the like giving rise to any fine or other penalty;

(j) the register of members and other statutory books of Rock Island have been
properly kept and contain true, accurate and complete records of all matters
required by law to be entered therein;

(k) the Seller has the power to enter into and perform and has or will take all
necessary corporate action to authorize the entry into, performance and delivery of
the Rock Shares in terms of this Agreement;

(l) the entry into and performance by the Seller of the transactions contemplated by
this letter agreement will not:

i) conflict with any laws binding on the Seller or Rock Island;

ii) conflict with the constitutional documents of the Seller or Rock Island; or

iii) conflict with or result in default under any document which is binding upon
the Seller, Rock Island or any of its assets;

(m) the Seller is not a party to any litigation, arbitration or administrative proceedings
and, so far as it is aware, none are pending or threatened against it which, if
adversely determined, would affect the Seller’s ability to perform its obligations
under and as contemplated by this Agreement;

(n) all information provided by the Seller to the Purchaser in writing in respect of the
Licenses was accurate in all material respects as at its respective date as stated
therein, or, if any such information was undated, as of the date of its delivery to
the Purchaser by Seller or to the extent not on any data site, the date delivered to
Purchaser, in each case for purposes of the transactions contemplated by this
Agreement. To the extent that there has been a material change to any of the
information provided to Purchaser since the date such information was provided
to Purchaser, such information is accurate in all material respects or is no longer
relevant or material to the Licenses or additional information has been provided to

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Purchaser which supersedes or replaces such information. The Seller has

provided to Purchaser all written information in its possession or control which
the Seller considers material with respect to the Licenses;

(o) scheduled to this Agreement is a list that describes all contracts, leases, options
and other instruments to which Rock Island is a party regarding the Licenses (the
“Underlying Agreements”) and other than as set out in such schedule, there is no
contract, option or any other right of another to which Rock Island is a party and
which would require the Related Company to sell, transfer, assign, pledge, charge,
mortgage or in any other way dispose of or encumber the Licenses or any part
thereof or have any adverse claim, demand, investigation, or challenge pending
against the Licences. The Seller represents and warrants that the Underlying
Agreements are valid and in full force and effect and that the Seller is not aware
of any act or omission nor has the Seller received notice from any third party of
any act or omission, which would constitute a breach, default or violation of such
Underlying Agreements by Rock Island and that Rock Island’s title to the
Underlying Agreements is free and clear of all Encumbrances; and

(p) Rock Island has not conducted any operations on the Giyani Gold Project that is
the subject of the Licences and, to the best of the knowledge of the Seller, there
are no environmental conditions existing on the lands of the Giyani Gold Project
that are the subject of the Licences to which any remedial action is required or any
liability has or may be imposed under applicable environmental law;

2. From the date of execution and delivery of this Agreement and until [DATE], the Seller
will:

(1) promptly deliver all technical information and data relating to the Licences that is
in the possession or control of the Seller or Rock Island, including without
limitation, all historical data, results, reports, logs and findings; and

(2) provide the Purchaser with access to all facilities, information, books and records
of the Seller and Rock Island relevant to the Licences, including, without
limitation, allowing the Purchaser to undertake one or more site visits to the
Giyani Gold Project, and causing the key employees, technical consultants,
retained engineering companies, accountants, counsel and financial advisors of
the Seller or Rock Island to cooperate fully with the Purchaser and its
representatives in connection with the due diligence investigations of the
Purchaser.

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