Joint Venture Interest Sale Deed– Procurement Deed made at
on
Parties
Emperor Mines Limited ACN 007 508 787 incorporated in Queensland and
having its registered office at Level 1 WBM Building 490 Upper Edward Street
Spring Hill Queensland 4004 ("Emperor")
Barrick Gold Corporation incorporated in Ontario and having its registered
office at BCE Place, Canada Tower Trust, 161 Bay Street, Suite 3700, Toronto,
Ontario M5J 2S1("Barrick")
Recitals
A.
The Porgera Joint Venture owns and operates a gold mine known as the Porgera Mine in the
Enga province of Papua New Guinea, approximately 600 kilometres northwest of Port
Moresby.
B.
The participants in the Porgera Joint Venture are Barrick (Niugini) Limited and Barrick
(Goldfields PNG Holdings) Limited (being affiliates of Barrick), DRD (Porgera) Limited
(being a wholly-owned subsidiary of Emperor) and MRE (being an entity owned and
controlled by the Porgera landowners and the Enga provincial government).
C.
DRD (Porgera) Limited holds a 20% Participating Interest in the Porgera Joint Venture, that
interest being more particularly defined as the Assets.
D.
Emperor has agreed to procure that DRD (Porgera) Limited sells the Assets to Barrick
(Niugini) Limited, and Barrick has agreed to procure that Barrick (Niugini) Limited buys the
Assets, on the terms and conditions contained in the Joint Venture Interest Sale Deed subject
to the terms of this Procurement Deed.
Operative Provisions
1.
Definitions and interpretation
(a)
In this Procurement Deed, unless the context otherwise requires:
"Advance" means the amount of $37,671.23 per day in respect of the period on
and from the Effective Date until Completion and to be paid by Barrick to Emperor
in accordance with clause 4.
“ANZ Bank Condition” means the condition precedent set out in clause 3(b)(.
“Barrick (Niugini)” means Barrick (Niugini) Limited, a company incorporated in
Papua New Guinea and having its registered office at Level 4, Mogoru Moto
Building, Champion Parade, Port Moresby, National Capital District, Independent
State of Papua New Guinea, which company is referred to as the “Buyer” under the
Joint Venture Interest Sale Deed.
“DRD Porgera” means DRD (Porgera) Limited, a company incorporated in Papua
New Guinea and having its registered office at Level 5, Defens Haus, Cnr
Champion Parade & Hunter Street, Port Moresby, National Capital District,
Independent State of Papua New Guinea, which company is referred to as the
“Seller” under the Joint Venture Interest Sale Deed.
“Insolvency Event” means:
(i)
any present or future, or actual, prospective or contingent, indebtedness