lan Hayes Director Corporate and Commercial Cliffe Dekker Hofmeyr Inc Sent via e-mail: ian hayes@dlacdh.com 16 April 2012 Dear lan PAYMENT INSTRUCTIO! ALF OF THE: 11 We refer to the Escrow Agreement entered into between the Bakgalla Ba Kgafeia Tribe ("BBKT"), Pilanesberg Platinum Mines (Py) Limited ("PPM"), Platmin Limited (“Platmin”), Itereleng Bakgatia Minerals Resources (Pty) Limited (“IBMR"} and Ciffe Dekker Hofmeyr Incorporated (“CDH”) on 8 February 2014 (“Escrow Agreement”): 1.2 A Consulting Agreement entered into between Selaeio Investments (Pty) Lid ("Selaelo") and the BBKT on the 14" January 2012 ("Consulting Agreement"). 2 Interms of the Escrow Agreement: 2.1 Platmin and PPM have paid Cliffe Dekker Hofmeyr Inc ("CDH") a combined amount of US$25 milion to be held in trust in COH’s account (“Escrow Account”) as security for the payment of the Commission (as defined in the Escrow Agreement) 2.2 CDH shall pay the Sedibelo Commission to the BBKT by no later than the 3" Business day afier such Commission Payment Notices are received ("Sedibelo West Commission Payment Date”), 3 In terms of Clause 6.2 of the Consulting Agreement, BBKT shall on the Sedibelo West ‘Commission Payment Date pay Selaelo an amount of R20, 000,000 in cash (“Consulting Fee”). 4 BBKTA horeby irrevocably and unconditionally instructs CDH to pay the Consulting Fee to Selaelo on the Secibelo West Payment Date, prior to the payment of any amount to the BBKT’s designated account. CDH shall transfer the Consulting Fee to: Name of Account: ‘Selaalo investments (Ply) Limited i =| First National Bank [251255 ~ i | SISAOOTOSE7 Branch Code: ‘Recount Number: ‘Type of Account red ezsivegtto eae verso 21 udu st5 kindly send Seleelo Investments a written confirmation stating the amount transferred to the respective party and the date the payment was made. info@s vestments, co.za or 086 247 0201 Kind regards, wer. Kgosi M J Pilane For: Bakgatle-Ba-Kgafela ard Sz2Stestto esa Sete0 2t vdy etInvoice se aoni2032 Insleewos 008 satan BoKgtl aon! Admiistratin customerio; _aBerA Wate spa Ros, more, erent revfezm 0145561751 - feeteam}ot45s6 2736 eae Total 4 tion services for the above mentioned | R 20, 000,000.00 : Ghent eases ee erties eee ‘As stated in the consultancy agreement, Phase 1 was achieved, _ : Phase 2 services also completed to conclude the agreement Tot R 20, 000, 000.00 ‘Banking details: Bank: FNB, Branch code: 251255 - Benmore Gardens Account name: Selaelo Investments ‘Account number: 62340679367 Business Cheque account Selacto tnvestments (Pty) Lie. 2011/119795/07 sest¥e9tt0 esa sete0 21 udu otCONSULTANCY AGREEMENT between DAKGATLA-BA-KGAFELA TRADITIONAL ADMINISTRATION SELAELO INVESTMENTS (PROPRIETARY) LIMITED szstsesrro rr uae geteo 21 vdu arTABLE OF CONTENTS Clause number and description 1. INTERPRETATION AND DEFINITIONS, 2, RECORDAL, 3, APPOINTMENT OF THE CONSULTANT... DURATION. RENDERING OF SERVICES BY THE CONSULTANT.. recs, BREACH AND TERMINATION, ‘OVEROUE INTEREST. 10, STANDARD OF SERVICES... 4 5 6 7. EXPENSES AND DISBURSEMENTS... 8 9. 11, NO AUTHORITY TO REPRESENT THE COMPANY .. 42, UAISON WITH THE COMPANY 13. COPYRIGHT AND DOCUMENTS.. 14, CONFIDENTIALITY 15, GOOD FAITH 36. OIVISIBILITY AND SEVERABILITY. 17, ARBITRATION 18, OMICILIUM CITAND! ET EXECUTANDI... 19. WHOLE AGREEMENT, NO AMENDMENT... 20, COSTS. oe ne szstre9tto rd Page ool ia ge'80 21 udu et1. INTERPRETATION AND DEFINITIONS LA, The clause headings in this Agreement are for convenience and shall be disregarded In construing this agreement. 4.2. In this Agreement, unless the context indicates @ contrary intention, the singular shal! include plural and vie versa 13, inthis Agreement, unless the context clearly Indicates a contrary intention, the following exoressions shall bear the meanings set opposite them below and cognate expressions shall bear corresponding meanings ~ 1a. 132 134 135. 136. 437, 138 gtd spgceement” eons this agreenvent and its annexures, if any, 28 amended (rom tae to time; company’ means Bokgatla-Ba-Keafela Troditional Administration, & tradilonet council of the Bakgatla-Ba-Kgafela tribe, established and recognised in accordance with section 3 ofthe Traditional Leadership and Governance Framework Act, No-4L of 2003 {as amended); commencement Date” meons notwithstanding the Date of Signature Hereo!, 13 January 2022: consultant” means Selaelo Investments (Pt) 6; spate of Signature” means the date of signature of this agreement by the lest signatory hereto: “MR” means the Department of Minerals and Resources in the government of the Republic of South Africa: ing Right” means the mining right held by the Company under reference number ww 30/5/1/2/2/333MR and Reference No. 320 (Abandonment) 'MPORAY means the Minerals and Petroleum Resources Development Act, No.28 of 2002 {as amended); o He szstysstto esa gere0 21 dy ot2 1.3.9. “Selaeto Investments” mesns Selaelo investments (Proprietary) Limited (Repfstration No, 2011/119795/07, a private company duly registered and incorporated in accordance ‘with the laws of the Republic of South Africa; 1.3.10. "Parties" means the Company and the Consultant and a reference to the “Parties” shall embrace each one of them individually. “Party” shall have the corresponding meaning 1.11 "Services" means all services to be provided by the Consultant to the Company in terms ofthis Agreement in order forthe Company to effect the Transaction: 43:12, “Torminetion Date” means the dale upon which this Agreement expires or is terminated for any ceason whatsoover; 1.3.18. “Transaction” means the obtaining of approval by the Company of its mining work Programme {rom the DMA in terms of section 102 of the MPROA in respect of the application for consent submitted by the Company to the DMR with reference ‘number NW 20/5/1/2/2/333MR and Reference No.: 320 (Abandonment]; RECORDAL Itis recorded that 2.1. The Company is the owner and lawful occupier of an area of land covered by a mining right in terms of the provisions of the MPROA: 2.2. The Company wishes to finalise the Transaction which has been unduly delayed at the OM 2.3. The Consultant is able and willing to assist the Company with the Transaction; 24. The Company and Consultant therefore set out hereunder the terms under which the Company i willing to appoint the Consultant and the Consultant is willang to render services ta the Company for purposes of finalising the Transaction, APPOINTMENT OF THE CONSULTANT The Company appoints the Consultant who accepts the appointment, with effect from the Commencement Date, to render the Services to the Company. ae td BzsT#esTIO esa e160 2t udu ar4, DURATION “Ths Agreement shall commence on the Commencement Date and shall continue until comletion of the Transaction unless terminated in accordance with the provisions of cause 8 hersof. 5. RENDERING OF SERVICES BY THE CONSULTANT 5.1. The Consultant undertakes to provide the Company with inter aia, the Services. Ss in particular, the Consultant undertakes to provide the Company with following services 10 facilitate the Transacilon, within the timelines stipulated in this Agreement: 5.2.1. Phase 1 of the Services, the Consultant shall procure the approval by the OM of the abandonm ent by Itereleng Bakgatla Mineral Resources (Proprietary) Limited [“IBMR") of the Sedibele West portion ofits mining Aight 5.2.2. Phase? of the Servtes, the Consultant shall complete the following Services: 5224 52.22 5.2.23. 52.24 6 Fees ‘Approval by the OMR of 1M sale of shares agreement “Approval by the OMR of the Socal Labour Plan or, tothe extent applicable, Amended Social Labour Plan; Approval by the DMR of the Environmental Management Pian of, to the ‘extent applicable, Amended Environmental Management Plan; ‘Approval of By the DMR the Mining Works Programme or, 10 the extent applicable, Amended Mining Works Programme. 6. in consideration for the Consultant rendering the Services, the Company shall pay the Consultant a consultancy fee of R20 000 000.00 (Twenty milion rands) excluding Value Ades Tax (the “Consultancy Fee"), which fee shall be payable in cash by way of electronic funds transfer into the account of Selaelo Investments{Pby} Ltd. x iA ard Gzsivastio esa eere0 Zt vdu BtFitst National Bank (ENB), Benmore Gardens branch, account number 62340679367 (Account") and subject to the Company receiving a tax invoice within 3 (three) days of ‘completion of Phase 1 of the Services as contemplated in clause 5.2.1 hereo!; 6.2. The Company undertakes to procure the transfer of the Consultancy Fee from the trust account of Attorneys OLA Cliffe Dekker Hofmeyer, who hold such funds on behalf of the Company, to the Account within 2 (two) business days ofthe submitting of invoice: 6.3. All fees due by the Company shall be paid to the Consultant In accordance with the provisions of clause 6.1 above on compliance by the Consultant with the provisions of sald clause, tree of any set-off or countercaio against such fees. 7. _ EXPENSES AND DISBURSEMENTS 74. All Fees and expenses related to the Transaction and incurred by the Consultant including fees related to any thied party profecsional advisers whomsoever as well as all costs and disbursements Ineured by the Consultant in celation to the Transaction shall be far the sole account of the Company, provided that the Consultant shall obtain the prior written consant of the Company before expending any such fees, expenses and/or costs 2.2; The Company shal reimburse the Consultant for all costs, charges and any other ovtof-pocket ‘expences incurred by the Consultant in relation to the Consultant’ fulfilment of its obligations In terms f this Agreernent, provides that should any such individual cost and/or charge exesed an amount of 2,000 (two thousand rand), the Consultant shall obtain che prior written ‘approval of the Company before the Consultant incurs such expense. 73. All amounts due and payable by the Company to the Consultant in terms of the provisions of tation all fees, costs and or reimbursements of expenses this Ageeement, including without fi shall be payable free of any set-off or counterclaims and exclusive of value added tax ("VAT"), Which VAT amount shall be calculated by the Company and included over and above all such amounts due and payable, upon payment thereof 7.4. Subject to clause 73 above, all amounts due and payable by the Company to the Consultant shall be paid within 7 (soven) days of the presenting of a tax invoice in reation to each such amaunt by the Consuttant ro the Company. QO ah ed szstrastto esa gereo 21 dy Bt‘BREACH AND TERMINATION Ether party shall have the right to terminate this Agreement without prejudice to any rights which it may have in tay = 8.2. if the other party is lquidated or placed under judicial management, whether provisionally or finally (except in circumstances where such party has been placed in liquidation for the Purposes of reconstruction); and/or ‘emediable and the defaulting party tails to 8.2, if there is a breach of this Agraemont which Femedy the breach within 7 (seven) days of the receipt of written notice reauting to do wo Provided that ifthe breach is not reasonably capable of being remedied within such period of 7 {2even) days, within such further extended veriod ss may be necessary but not exceeding @ further period of 7 seven) days: anevor 8.3. if there is 8 breach of the Agreement which Is not capable of being remedied and the breach is ‘material and goes tothe reat of the Agreement. ‘OVERDUE INTEREST 9.2. Any amount falling due for payrnent by any Party to any other — S41. in terms of or pursuant to this Agreement, shall bear interest at the overdraft rate of Interest charged by the Consultant’ bankers plus 3% (three per cent), calculated dail from the date upon which those damages are sustained to the date of final payment, and compounded monthi 9.1.2. by way of damages, shall bear interest at the overdraft rate of interest charged by the Consultant’ bankers plus 2% [three per cent}, calculated daily, from the date upon Which these damages are sustained to the date of final payment, and compounded monthly, 9.2. Damages for the breach of any warranty or cepresentation a5 10 @ stipulated state of affairs as at ‘any date shall be deemed to have been sustained on the date to which such stipulation relates a * uk Bzstbestro esa gereo 21 udu Br10. u. 2. a3, ied STANDARD OF SERVICES ‘The Consultant warrants that they are competent to render the Services under this Agreement to a reasonable standard. The Consultant undertakes to render the Services under this Agreement to the reasonable satisfaction of the Company. NO AUTHORITY TO REPRESENT THE COMPANY Notwithstanding anything to the contvary herein contained, the Consultant acknowledges that they have no authority whatsoever to represent the Company In any capacity whatsoever, in particular, but without twmiting the geneaity af the atoregoing. the Consultant shall neither be entided to conclude any contracts on behalf of the Company with any of the Company's clients nor to sign any documentation on. beball of the Company, except with express written authority of the chairman of the Company, who indemailies the Consultant thereto. LUAISON WITH THE COMPANY 12.4. The Consultant shall be obliged to lage on 2 regular basis with the chairman of the Company and to keep him fully informed of the progress of all work being undertaken by the Consultant pursuant to this Agreement, 12.2. All Services to be cendered by the Consuitant shall be rendered either at the premises of the Company’ cliants or at the Company's premises as may be directed by the Comoany. COPYRIGHT AND DOCUMENTS. 13.1, Any discovery or invention or seeret process or Improvement in procedure made or discovered by the Consultant in the course and scope ofthis Agreement between the Parties in connection with or in any way affecting or relating to the business of the Company or capable of being used cor adapted for use by the Company or in connection with its business shall be disclosed to the ‘Company and shall belong to and be the absolute property of the Company. 13.2. All reports, manuals, Financial statements, budgets, Indices, research papers, letters or other Similar documents (the mature of which is not limited by the specific reference to the afocegoing icems) which are created, compiled or devised ov brought into being by the Consultant or come Into the Consultant’ possession during the course and scope of this ‘Agreement and all coples thereof will be the property of the Company and, up on the szsteastto eau IW M op zt udu Bt‘Termination Date o erler if required by the Company, such document and al copies shall be returned to the Company. 14, CONFIDENTIAUTY Notwithstanding the termination of this Agreement for any reason whatsoever ~ 14-4.” any Information concerning he conclusion ofthis Agreement or he ters hereot; and 142. any information obtained by the Parties in terms of of arsng from the implementation ofthis Aereement ore Consultant involvement with the Company in terms ofthis Agreement, “tall De wested a5 confident! by the Paris and shall at be dalged or permitted tobe divulged to ‘any Person not being = party o this Agreement, without the prior watten consent ef the Partles, 35, Goon FarrH The Parties shallin there dealings with eneh other display 04 faith 16. DIVISIBILITY AND SEVERABILITY Notwi stancing anything to the contrary contained in this Agreement, each provision of this ‘Atreement i severable the one from the other and if, in tarms of any judgment or order, any Provision in this Agreement & found td be defective or unenforceable for any reason, the remaining Provisions shall nevertheless be and continue to be of fll force and effect, 17. ARBITRATION 17-4 Save as otherwise provided for in this Agreement, should any dlspute arte between the Parties in regard to ~ 17.3. the interpretation of; or I7A2. the carrying into effet of; oF 17.13. any of the Parties rights and obligations arising from; or 17.4, the reetieation of or 47.18. concelloton, termination, alleged cancellation or alleged termination of ated szgThestto ese setBo 21 sdu arrelaxation or suspension which isso given or made shall be strictly construed as relating stritly 10 the matter in respect whereof it was made or given. 19.3. No extension of time or waiver or relaxation of any of the provisions of terms of this ‘Agreement or any agreement, bil of exchange or other document issued or executed pursuant ro for in terms of this Agreement, shall operate as an estoppel against any Party in respect of its Fights under this Agreement, nor shall it operate so as to preclude such Party thereafter from ‘exercising its rights strictly in accordance with this Agreement, 19.4, To the extent permissible by lav no Party shall be bound by any express ar implied term, representation, warranty, promise or the like not recorded herela, whether it induced the ‘contract and/or whether it wos negligent or rot. The costs of and incidental to the drawing of this Agreement shall be paid by the Company. 20. costs siened «_Saues Peon As witaessee ied szsteasrio ~ ee tis A aayor Tan AR ns Le 21d. For and on behalf of: BAKGATLA-BA-KGAFELA TRADITIONAL ADMINISTRATION Name: MOLEGFE Fou 7. ANE Capacity: KGest ~ Bang arne~BA~Keiteee a . who warrants that he/she is Guy authorised testo ee For and on behalf of: ‘SELAELO INVESTMENTS (PROPRIETARY) LIMITED ~.— 2042. apse: A\ nee fear who waranty that he / she is duly authorised thereto cou ov:80 zt wdy ot