Sale of Rights Agreement - Quantum African Mining (Proprietary) Ltd. and Randgold & Exploration Co. Ltd.
SALE OF RIGHTS AGREEMENT BY QUANTUM AFRICAN MINING (PROPRIETARY) LIMITED AND RANDGOLD & EXPLORATION COMPANY LIMITED <PAGE> TABLE OF CONTENTS 1 INTERPRETATION 2. PREAMBLE 3. CONSIDERATION FOR SALE OF RIGHTS 4. TERMS & CONDITIONS OF SALE OF RIGHTS 5. DISPUTE RESOLUTION 6. DOMICILIA AND NOTICES 7. GENERAL 8. COSTS <PAGE> 1. INTERPRETATION In this agreement, unless the context clearly indicates a contrary intention, the words and phrases listed below and their cognates, shall bear the following meanings: 1.1 "business day" means any day of the week other than a Saturday, Sunday or public holiday; 1.2 "effective date" means the date on which Randgold issues Quantum with the share certificate relating to the Randgold shares; 1.3 "Quantum" means Quantum African Mining (Pty) Limited, a private company registered in accordance with the company laws of the Republic of South Africa; 1.4 "Randgold" means Randgold & Exploration Company Limited, registration number 1992/005642/06, a public company incorporated in accordance with the laws of the Republic of South Africa having its registered office at 3rd Floor, 28 Harrison Street, Johannesburg, the shares of which are quoted on the Johannesburg Stock Exchange; 1.5 "Randgold shares" means the shares to be issued by Randgold to Quantum in terms of clause 3 below; 1.6 an expression, which denotes any gender, includes the other genders, a natural person includes an artificial person and vice versa and the singular includes the plural and vice versa. 2. PREAMBLE 2.1 Quantum owns a 20% (twenty percent) interest in the SOMBA SUL alluvial diamond prospecting concession situated in the LUNDA SUL Province of Angola and Quantum has agreed to sell to Randgold or nominee, the interest in SOMBA SUL in return for the payment by Randgold of the consideration referred to in clause 3. The parties wish to record the terms and conditions of their agreement as they hereby do. 3. CONSIDERATION FOR SALE OF RIGHTS Randgold shall issue to Quantum 1,373,000 (one million three hundred and seventy three thousand) ordinary Randgold shares, in respect of payment of the consideration, which shares shall be delivered to Quantum within 10 (ten) business days of the date of signature of this agreement. <PAGE> 4. TERMS AND CONDITIONS OF SALE OF SOMBA SUL RIGHTS 4.1 Quantum warrants that it owns the rights to the Somba Sul project and that no other party has a claim against these rights 4.2 Randgold will not be entitled to cancel this sale as a result of a breach of any of the above warranties unless the breach is material and is incapable of being remedied by payment of compensation or if the breach is capable of being remedied by payment of compensation, Quantum fails to pay such compensation within 14 (fourteen) business days of the amount thereof being determined. 4.3 On the effective date, Quantum shall deliver to Randgold, against delivery by Randgold of the share certificate/s relating to the Randgold shares: 4.3.1 the cession of Quantum's interest in the Somba Sul project 5. DISPUTE RESOLUTION Any dispute arising from or in connection with this agreement shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation. Unless otherwise agreed, the arbitration hearing shall take place in Johannesburg. 6. DOMICILIA AND NOTICES 6.1 The parties all choose domicilium citandi et executandi ("domicilium") for the purposes of giving any notice, the payment of any sum, the serving of any process and for any other purpose arising from this agreement as follows: 6.1.1 Quantum at 34A Seventh Avenue, Houghton 6.1.2 Randgold at 3rd Floor, 28 Harrison Street, Johannesburg. Fax (011) 492-1070 6.2 Each of the parties shall be entitled from time to time, by written notice to the others, to vary its domicilium to any other address within the Republic of South Africa, which is not a post office box or poste restante. 6.3 Any notice required or permitted to be given in terms of this agreement shall be valid and effective only if in writing. <PAGE> 6.4 Any notice given and any payment made by one party to the others ("the addressee") which:- 6.4.1 is delivered by hand during the normal business hours of the addressee at the addressee's domicilium for the time being shall be presumed, until the contrary is proved, to have been received by the addressee at the time of delivery; 6.4.2 is given by telefax shall be deemed, in the absence of proof to the contrary, to have been received within 1 (one) hour of the commencement of the following business day. 7. GENERAL 7.1 Neither party shall be bound by any representation, warranty, promise or the like not recorded herein. 7.2 No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties. 7.3 No extension of time or indulgence which either party ("the grantor") may grant to the other ("the grantee") shall constitute a waiver of any of the rights of the grantor, who shall not thereby be precluded from exercising any rights against the grantee which may have arisen in the past or which might arise in the future. 8. COSTS The costs of and incidental to the transfer of the interest in the Somba Sul project to Randgold and the Randgold shares to Quantum, including the stamp duty payable thereon, shall be borne by Randgold. <PAGE> SIGNED AT JOHANNESBURG ON THIS 18TH DAY OF JUNE 2004. (signed - illegible) For and on behalf of QUANTUM AFRICAN MINING (PTY) LIMITED Who warrants his authority hereto SIGNED AT JOHANNESBURG ON THIS 18TH DAY OF 2004. /s/ H.C. Buitendag ----------------------------------------------- For and on behalf of RANDGOLD & EXPLORATION COMPANY LTD Who warrants his authority hereto