Report on Form 6-K dated March 19, 2019

Commission File Number 1-14846

AngloGold Ashanti Limited

(Name of registrant)

76 Rahima Moosa Street

Newtown, 2001

(P.O. Box 62117, Marshalltown, 2107)

South Africa

(Address of principal executive offices)

Form 20-F X              Form 40-F

Yes            No X

Yes             No X

Yes             No X

Enclosure: Press release:

EXECUTION VERSION

29 January 2019

for

GEITA GOLD MINING LIMITED

with

BANKING DIVISION

as Agent

April 2018, as amended on 16 July 2018 and on 14 September 2018

CONTENTS

Page

1.

Interpretation................................................................................................. ................................ ....1

2.

Amendments ................................................................................................ ............................... .....2

3.

Representations ................................................................................................................................ 2

4.

Fees ...................................................................................................................................................2

5.

Miscellaneous ....................................................................................................................................2

6.

Governing law.....................................................................................................................................2

Schedule

1.

Conditions Precedent Documents ................................ .....................................................................3

2.

Amended and Restated Facilities Agreement ....................................................................................5

Signatories.....................................................................................................................................................6

THIS AGREEMENT is made

BETWEEN:

(1)

(2)       NEDBANK LIMITED, ACTING THROUGH ITS NEDBANK CORPORATE AND

INVESTMENT BANKING DIVISION, as Agent (in this capacity, the Agent).

BACKGROUND

(A)      This Agreement is supplemental to and amends the U.S.$115,000,000 revolving credit facilities

(B)

(C)       All the Lenders (as defined in the Facilities Agreement) have consented to the amendments to the

IT IS AGREED as follows:

INTERPRETATION

Definitions

In this Agreement:

Agreement means this Amendment and Restatement Agreement and its Schedules.

Amended Facilities Agreement means the Facilities Agreement as amended by this Agreement.

Construction

(a)       Capitalised terms defined in the Amended Facilities Agreement have, unless expressly

defined in this Agreement, the same meaning in this Agreement.

(b)       The provisions of clauses 1.2 (Construction), 21 (Expenses), 32 (Counterparts) and 33

AMENDMENTS

REPRESENTATIONS

FEES

MISCELLANEOUS

(a)       Each of this Agreement, the Fee Letter and the Amended Facilities Agreement is designated

a Finance Document.

(b)       Subject to the terms of this Agreement, the Facilities Agreement will remain in full force and

GOVERNING LAW

SCHEDULE 1

CONDITIONS PRECEDENT DOCUMENTS

The Borrower

1.1       A copy of the constitutional documents of the Borrower or a certificate from the Borrower

1.2

A copy of a resolution of the board of directors of the Borrower:

(a)

approving the terms of, and the transactions contemplated by, this Agreement and resolving

to execute this Agreement;

(b)

authorising a specified person or persons to execute this Agreement on its behalf;

(c)

disclosing and approving any conflicts of interests of the directors of the Borrower in

relation to the Finance Documents and the transactions contemplated hereby.

1.3       A specimen of the signature of each person authorised by the resolutions referred to in paragraph 1.2

(b) above.

1.4       Evidence that this Agreement has been registered with the Bank of Tanzania and issued with a debt

record number or amended debt record number as the case may be.

1.5

A certificate of two authorised signatories of the Borrower:

(a)

confirming that borrowing the Total Commitments would not cause any borrowing limit

binding on it to be exceeded;

(b)

certifying that each copy document delivered under this Schedule 1 is correct, complete and

in full force and effect as at a date no earlier than the date of this Agreement;

(c)

having made due enquiry:

(i)

no Default is continuing;

(ii)

no Insolvency Event has occurred or is continuing in relation to the Borrower; and

(iii)

to the best of the knowledge of the Borrower, there are no material and undisclosed

outstanding disputes.

Finance Documents

A copy of this Agreement and the Fee Letter, duly executed by each party thereto.

Financial Intelligence Centre Act, 2001

Legal Opinions

(a)       A legal opinion of Allen & Overy LLP, legal advisors to the Agent as to matters of English

law.

(b)       A legal opinion of ARS Law & Advisories, legal advisors of the Agent as to matters of

Other documents and evidence

(a)       Each Lender shall have obtained approval from its internal committees for this Agreement

and such approvals shall have become unconditional.

(b)       A copy of any authorisation or consent (to include any relevant corporate, regulatory and

SCHEDULE 2

AMENDED AND RESTATED FACILITIES AGREEMENT

SCHEDULE 2

CREDIT FACILITIES AGREEMENT

CREDIT FACILITIES AGREEMENT

DATED 6 APRIL 2018

REVOLVING CREDIT FACILITIES

for

GEITA GOLD MINING LIMITED

with

CORPORATE AND INVESTMENT BANKING DIVISION

and

BANKING DIVISION

as Agent

CONTENTS

Page

1.

Definitions and Interpretation .................................................................................................. ........... 1

2.

Facility................................................................................................................................................ 14

3.

Purpose ................................ ................................ ................................ .......................................... 16

4.

Conditions Precedent........................................................................................................................ 16

5.

Drawdown ........................................................................................................................................ 17

6.

Repayment ....................................................................................................................................... 18

7.

Prepayment and Cancellation ................................................................................................. ......... 20

8.

Interest Periods ................................................................................................................................ 26

9.

Interest ............................................................................................................................................. 27

10.

Taxes .......................... ..................................... ................................ ................................ ............. 28

11.

Market Disruption .............................................................................................................................. 31

12.

Increased Costs ................................................................................................................................ 33

13.

Illegality..................................................................................................................................... ......... 35

14.

Mitigation ................................ ................................ ................................ .................................. ...... 35

15.

Representations and Warranties ................................. ................................. ............................. ...... 35

16.

Undertakings .................................................................................................. ................................ .. 38

17.

Default ................................................................................................................................................ 45

18.

The Agent and Underwriter ................................................................................................................ 49

19.

Payment Mechanics ........................................................................................................................... 55

20.

Fees ................................................................................................................................................... 58

21.

Expenses ............................................................................................................................................ 60

22.

Stamp Duties................................................................................................ ................................... .. 61

23.

Indemnities ......................................................................................................................................... 61

24.

Evidence and Calculations.................................................................................................................. 62

25.

Amendments and Waivers ................................................................................................................. 62

26.

Changes to the Parties ................................ .................................. ................................ .................. 66

27.

Disclosure of Information..................................................................................................................... 69

28.

Confidentiality of Funding Rates and Reference Bank Quotations ..................................................... 71

29.

Set-off.................................................................................................................................................. 72

30.

Pro Rata Sharing ................................ ............................................................................................... 73

31.

Severability.......................................................................................................................................... 74

32.

Counterparts................................ .................................. ................................................................... 74

33.

Notices................................................................................................................................................ 74

34.

Language ........................................................................................................................................... 76

35.

Enforcement.................................. ................................ ................................................................... 76

36.

Waiver of Immunity ............................................................................................................................ 78

37.

Integration................................ ............................... ................................ .................................. ...... 78

38.

Governing Law .................................................................................................................................. 78

Schedule

1.

Banks and Commitments .................................................................................................................. 79

2.

Conditions Precedent Documents ................................ ................................................................... 80

3.

Form of Request................................................................................................................................ 83

4.

Form of Novation Certificate................................ .................................. .......................................... 85

5.

Form of Compliance Certificate ......................................................................................................... 86

6.

permitted assignee ............................................................................................................................ 87

7.

Form of Accession Deed ................................................................................................................... 88

THIS AGREEMENT is dated 6 April 2018 and made

BETWEEN:

(1)

GEITA GOLD MINING LIMITED, a private company limited by shares incorporated in the

United Republic of Tanzania, with registration number 19982, (the Borrower);

(2)       NEDBANK LIMITED, ACTING THROUGH THE LONDON BRANCH OF ITS NEDBANK

(3)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Banks and Commitments) as original

Bank (in this capacity, the Original USD Banks);

(4)       NEDBANK LIMITED, ACTING THROUGH ITS NEDBANK CORPORATE AND

INVESTMENT BANKING DIVISION, as Agent (in this capacity, the Agent).

IT IS AGREED as follows:

INTERPRETATION

DEFINITIONS AND INTERPRETATION

Definitions

In this Agreement:

Amendment Date has the meaning given to it in the Amendment and Restatement Agreement.

Bank means:

the Original USD Banks; or

any bank, financial institution or other entity which becomes a Party as a USD Bank or TZS

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

Base Currency Amount means, on any date:

in relation to any amount in USD, that amount:

in relation to any amount in respect of Facility B, that amount converted into USD at the

as confirmed by the Agent in accordance with the terms of this Agreement.

Commitment means a Facility A Commitment or a Facility B Commitment.

Defaulting Bank means any Bank:

which has failed to make its participation in a Loan available or has notified the Agent or the

which has otherwise rescinded or repudiated a Finance Document; or

with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)       payment is made within five Business Days of its due date; or

(ii)       the Bank is disputing in good faith whether it is contractually obliged to make the payment

in question.

Drawdown Date means the date of the advance of a Loan.

Environment means:

land including any natural or man-made structures;

water including ground and surface water; and

air, including air within buildings and other natural or man-made structures above or below

ground.

the pollution, protection, investigation, reclamation or restoration of the Environment or

natural resources;

harm to the health of humans, animals or plants including without limitation laws relating to

public and workers' health and safety;

emissions, discharges or releases into, or the presence in, the Environment of hazardous,

the manufacture, processing, use, treatment, storage, distribution, disposal, transport or

handling of the substances or wastes described in paragraph (c) above.

Event of Default means an event specified as such in Clause 17 (Default).

Facility means Facility A or Facility B.

Facility A Commitment means:

in relation to a Bank which becomes a Bank after the date of this Agreement, the amount of

to the extent not cancelled, reduced or transferred under this Agreement.

Facility B Commitment means:

in relation to each TZS Bank as at the Amendment Date, any original Commitment

the amount of any other TZS Bank’s Commitment under Facility B acquired by it under

Clause 26 (Changes to the Parties),

to the extent not cancelled, reduced or transferred under this Agreement.

Facility B Increase Amount has the meaning given to it in Clause 2.2(a).

Facility B Reference Rate means, in relation to any Facility B Loan:

the applicable Screen Rate: at or about 11:00 on the Rate Fixing Day of TZS for a period

comparable to the relevant Interest Period; or

Facility Office means the office(s) notified by a Bank to the Agent:

on or before the date it becomes a Bank; or,

by not less than five Business Days' written notice,

as the office(s) through which it will perform all or any of its obligations under this Agreement.

FATCA means:

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental

any agreement pursuant to the implementation of any treat y, law or regulation referred to in

FATCA Application Date means:

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling

within paragraph (a) or (b) above, 1 January 2019,

Finance Party means a Bank, the Underwriter or the Agent.

Financial Indebtedness means any indebtedness for or in respect of:

moneys borrowed and debit balances at banks;

any debenture, bond, note, loan stock or other security;

any acceptance credit;

receivables sold or discounted (otherwise than on a non-recourse basis);

the acquisition cost of any asset to the extent payable before or after the time of acquisition

any lease entered into primarily as a method of raising finance or financing the acquisition

of the asset leased;

for the purposes of Clause 17.6 (Cross-default) any currency or commodity swap or interest

swap, cap or collar arrangements or any other derivative instrument;

any amount raised under any other transaction having the commercial effect of a borrowing

or raising of money; or

any guarantee, indemnity or similar assurance against financial loss of any person, provided

Force Majeure Event has the meaning given to it in Clause 7.6(a).

the Tanzanian Legislation;

any arbitration or other proceedings relating to the Tanzanian Legislation; or

any reduction or cessation of business of the Mine.

Government has the meaning given to it in Clause 7.7(a)(i).

Group means the Parent and its Subsidiaries.

Holding Company means, in relation to a person, an entity of which that person is a Subsidiary.

Impaired Agent means the Agent at any time when:

it has failed to make (or has notified a Party that it will not make) a payment required to be

made by it under the Finance Documents by the due date for payment;

the Agent otherwise rescinds or repudiates a Finance Document;

(if the Agent is also a Bank) it is a Defaulting Bank under paragraph (a) or (b) of the

definition of "Defaulting Bank"; or

an Insolvency Event has occurred and is continuing with respect to the Agent,

unless, in the case of paragraph (a) above:

(i)

payment is made within five Business Days of its due date; or

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment

in question.

Insolvency Event in relation to any Party means that the Party:

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability

generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its

creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief

or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the

institution or presentation thereof;

has a resolution passed for its winding-up, business rescue, official management or

liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator,

has a secured party take possession of all or substantially all its assets or has a distress,

causes or is subject to any event with respect to it which, under the applicable laws of any

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence

in, any of the foregoing acts.

Interest Period means each period determined in accordance with Clause 8 (Interest Periods).

the most recent applicable Screen Rate for US Dollars and for the longest period (for which

that Historic Screen Rate is available) which is less than the Interest Period of that Loan; and

at or about 11.00am on the Rate Fixing Day for the currency of that Loan.

LIBOR means in relation to any Facility A Loan:

the applicable Screen Rate at or about 11.00am on the Rate Fixing Day for US Dollars for a

period comparable to the relevant Interest Period; or

and if that rate is less than zero, LIBOR shall be deemed to be zero.

Loan means a Facility A Loan or a Facility B Loan.

if there are no Loans then outstanding, whose Commitments then aggregate 60 per cent. or

more of the Total Commitments; or

if there are no Loans then outstanding and the Total Commitments have been reduced to nil,

Margin means:

in relation to any Facility B Loan, the rate as confirmed in the Accession Deed.

Maturity Date means, in relation to a Loan, the last day of its Interest Period.

Member State means any member state of the European Union.

Novation Certificate has the meaning given to it in Clause 26.3 (Procedure for novations).

Party means a party to this Agreement.

Permitted Assignee means:

a Bank; or

any Affiliate of a Bank; or

any person listed in the list of permitted assignees contained in Schedule 6 (Permitted

Assignee).

Reference Bank Quotation means any quotation supplied to the Agent by a Reference Bank.

Restricted Party means a person that is:

listed on, or owned or controlled by a person listed on, or, to the knowledge of the Borrower,

acting on behalf of a person listed on, any Sanctions List; or

located, organised or resident in a country or territory which is the subject of Sanctions

Rollover Loan means one or more Loans made or to be made:

on the same date that a maturing Loan is due to be repaid;

the aggregate amount of which is equal to or less than the maturing Loan;

in the same currency as the maturing Loan; and

made or to be made to the same Borrower for the purpose of refinancing a maturing Loan.

Sanctions means the sanctions administered or enforced by:

the United States government;

the United Nations;

the European Union or its Member States, including, without limitation, the United

Kingdom; or

the respective governmental institutions and agencies of any of the foregoing, including,

(together the Sanctions Authorities).

Screen Rate means:

in relation to Facility A, the London interbank offered rate administered by ICE Benchmark

in relation to Facility B, the rate, as confirmed by the Agent, of the most recent 91 or 181

Separate Loan has the meaning given to that term in Clause 6 (Repayment).

Subsidiary means any company or corporation:

which is controlled, directly or indirectly, by another company or corporation; or

more than half the issued share capital of which is beneficially owned, directly or indirectly,

by another company or corporation; or

which is a subsidiary of another subsidiary of another company or corporation,

Tanzania means the United Republic of Tanzania.

Tanzanian Increase Effective Date has the meaning given to it in Clause 2.2(f).

Tanzanian Increase Request has the meaning given to it in Clause 2.2(a).

Tanzanian Legislation means:

the Mining (Minimum Shareholding & Public Offering) Regulation 2016;

the Mining (Minimum Shareholding & Public Offering) (Amendment) Regulation 2017;

the Natural Wealth and Resources (Permanent Sovereignty) Act, 2017;

the Written Laws (Misc. Amendments) Act, 2017,

TZS or Shillings means the lawful currency for the time being of Tanzania.

U.S. means the United States of America.

Construction

In this Agreement, unless the contrary intention appears, a reference to:

an amendment includes a supplement, novation or re-enactment and amended is to

be construed accordingly;

assets includes present and future properties, revenues and rights of every

description;

an authorisation includes an authorisation, consent, approval, resolution, licence,

exemption, filing, registration or notarisation;

control means the power to direct the management and policies of an entity,

whether through the ownership of voting capital, by contract or otherwise;

know your customer requirements means the identification checks that a Finance

a material adverse effect means a material adverse effect on:

the condition (financial or otherwise) of the business, operations, properties,

revenues, costs, assets, liabilities or prospects of the Borrower;

the ability of the Borrower to perform its payment or other material

the validity, enforceability or the effectiveness of any Finance Document; or

any right or remedy of a Finance Part y in respect of a Finance Document;

a month is a reference to a period starting on one day in a calendar month and

if there is no numerically corresponding day in the month in which that

if an Interest Period commences on the last Business Day of a calendar

a person includes any person, company, partnership, association, government, state,

agency or other entity;

a regulation includes any regulation, rule, official directive, request or guideline

tax means any tax, levy, impost, duty or other charge or withholding of a similar

a provision of law is a reference to that provision as amended or re-enacted;

a Clause, Subclause or a Schedule is a reference to a clause or subclause of or a

schedule to this Agreement;

a person includes its successors and assigns;

a Finance Document or another document is a reference to that Finance Document

or other document as amended; and

a time of day is a reference to London time.

A Default (other than an Event of Default) is continuing if it has not been remedied or

waived and an Event of Default is continuing if it has not been remedied or waived.

Unless the contrary intention appears, a term used in any other Finance Document or in

The index to and the headings in this Agreement are for convenience only and are to be

ignored in construing this Agreement.

a reference to a U.S. Dollar, USD, U.S.$ amount or “its equivalent” at any time is a

reference to:

the Base Currency Amount for any TZS at 11am on the relevant date; and

the USD equivalent in any other currency determined by reference to the spot rate of

exchange of the Agent for the purchase of U.S. Dollars with that other currency at

11am on the relevant date.

Unless expressly provided to the contrary in a Finance Document, a person who is not a

Notwithstanding any term of any Finance Document, the consent of any third party is not

FACILITY

Facility

a U.S. Dollar revolving loan, during the Commitment Period, in an aggregate

amount equal to the Total Facility A Commitments; and

a TZS revolving loan, during the Commitment Period, in an aggregate amount equal

to the Total Facility B Commitments,

The aggregate amount of a Bank's participation in the Loans under any Facility shall not at

any time exceed its Commitment under that Facility at that time.

Facility B Increase / Facility A Decrease

At any time prior to the date falling 6 months before the Final Maturity Date (or such other

Each Facility B Increase Amount shall not exceed the balance of the undrawn

The Borrower may serve no more than fifteen Tanzanian Increase Requests unless

otherwise approved by the Agent acting on the instructions of the Majority Banks.

Each Tanzanian Increase Request shall be irrevocable and will not be regarded as having

The Agent shall promptly notify the Banks of each Tanzanian Increase Request.

The Total Facility B Commitments will be increased by each Facility B Increase Amount,

If the proposed Facility B Increase Amount referred to in any Tanzanian Increase Request

exceeds:

the balance of the undrawn Commitments under Facility A (as determined by the

would result in the breach of any Finance Document,

Immediately upon the occurrence of a Tanzanian Increase Effective Date an amount equal

Each TZS Bank, by executing the Accession Deed, confirms (for the avoidance of doubt)

Clauses 26.2(f), 26.2(g) and 26.2(h) (Transfers by Banks) shall apply mutatis mutandis in

an "Existing Bank" were references to all the Banks immediately prior to the

relevant increase;

the "New Bank" were references to each TZS Bank; and

a "re-transfer" and "re-assignment" were references to respectively a reversal of any

increase or decrease of any Commitment made under this Clause 2.2.

Following an increase in the amount of the Total Facility B Commitment, the Agent shall

Nature of a Finance Party's rights and obligations

The obligations of a Finance Party under the Finance Documents are several. Failure by a

The rights of a Finance Party under or in connection with the Finance Documents are

Any debt arising under the Finance Documents to a Finance Party is a separate and

A Finance Party may, except as specifically provided in the Finance Documents, separat el y

enforce its rights under or in connection with the Finance Documents.

PURPOSE

CONDITIONS PRECEDENT

Documentary conditions precedent

Further conditions precedent

the Repeating Representations are correct in all material respects.

no Force Majeure Event has occurred and is continuing.

in the case of a Rollover Loan, no Event of Default is continuing or would result from the

the making of the relevant Loan would not cause Clause 2 (Facility) to be contravened.

Further conditions precedent under Facility B

DRAWDOWN

Availability Period

Completion of a Request

A Request will not be regarded as having been duly completed unless:

the Drawdown Date is a Business Day falling during the Commitment Period;

it identifies the Facility to be utilised.

the currency of the Request;

the amount of the Loan under:

Facility A is:

a minimum of U.S.$5, 000,000 and an integral multiple of U.S.$1,000,000;

or

the balance of the undrawn Total Facility A Commitments; or

Facility B is:

a minimum of TZS1,000, 000,000 and an integral multiple of TZS100,000,

000; or

the balance of the undrawn Total Facility B Commitments; or

such other amount as the Agent may agree;

the Interest Period selected complies with Clause 8 (Interest Periods); and

the payment instructions comply with Clause 19 (Payment Mechanics).

Currency

Advance of a Loan

The Agent shall promptly notify each Bank of the details of the requested Loan and the

amount of its participation in the relevant Loan.

Subject to the terms of this Agreement, each Bank shall make its participation in the

relevant Loan available on the relevant Drawdown Date through its Facility Office.

The amount of each Bank's participation in a Loan will be the proportion of the Loan

Replacement of Existing RCF Agreement and deemed Utilisation of Facility A

On the Amendment Date:

the Existing RCF Agreement shall be cancelled and terminated; and

any amounts outstanding under the Existing RCF Agreement shall be deemed to be

repaid in full and shall be deemed to be Utilisations under Facility A.

The Interest Period for the Loan made under this Clause 5.5 (Replacement of Existing RCF

The provisions of Clause 4.2 (Further conditions precedent) and Clause 5 (Drawdown)

REPAYMENT

Subject to paragraph (e) below, the Borrower shall:

repay each Facility A Loan in full on its Maturity Date and in an amount of USD;

and

repay each Facility B Loan in full on its Maturity Date and in an amount of TZS.

Subject to the terms of this Agreement, amounts so repaid may be re-borrowed.

Without prejudice to the Borrower's obligation to repay the full amount of each Loan under

on the same day that a maturing Loan is due to be repaid by the Borrower under that

Facility;

in the same currency as the maturing Loan; and

in whole or in part for the purpose of financing the maturing Loan under that

Facility,

then:

I.       the Borrower will only be required to pay an amount in cash in the relevant currency

equal to that excess; and

II.       each Bank's share (if any) in the new Loans under that Facility will be treated as

I.

the Borrower will not be required to make any payment in cash; and

II.       each Bank will be required to make its share in the new Loan(s) under that Facility

No Loan may be outstanding under any Facility after its Final Maturity Date.

At any time when a Bank becomes a Defaulting Bank, the maturit y date of each of the

The Borrower may prepay a Separate Loan by giving five Business Days' prior notice to

Interest in respect of a Separate Loan will accrue for successive Interest Periods selected

The terms of this Agreement relating to Loans generally shall continue to apply to Separate

PREPAYMENT AND CANCELLATION

Change of control

If any person (other than the Parent), or group of persons acting in concert, becomes,

the Borrower shall promptly notify the Agent upon becoming aware of that event;

a Bank shall not be obliged to fund a Loan; and

if a Bank so requires and notifies the Agent within 30 days of the Borrower

For the purpose of paragraph (a) above, acting in concert means, a group of persons who,

Sanctions

If any member of the Group, any Borrower's joint venture or any of their respective

directors:

is or becomes a Restricted Party;

participates in any manner in any transaction with a party listed on the Sanctions

List

breaches the provisions of Clause 15.16 (Economic Sanctions and Anti-Money

Laundering),

the Borrower shall promptly notify the Agent upon becoming aware of that event.

If any event contemplated by paragraph (a) above occurs (whether or not the Borrower has

notified the Agent of the occurrence of that event), the following shall apply:

a Bank shall not be obliged to fund a Loan;

the Borrower shall prepay the participations of that Bank in all the Loans either

the Commitment of that Bank shall be cancelled.

Disposals

In this Clause 7.3:

net proceeds means any amount received by the Borrower as consideration for a

relevant disposal means a disposal of all or substantially all of the assets or

If the Borrower makes any relevant disposal, the Borrower must:

immediately notify the Agent; and

procure that an amount at least equal to the net proceeds of that disposal is applied

towards prepaying the Loans.

Any prepayment under this Clause 7.3 must be made on the earlier of:

last day of the Interest Period of the Loan to be prepaid in which the relevant

disposal or receipt occurred; and

a date which is not later than 21 days after receipt of the net proceeds.

Cessation or abandonment of Operations

the Borrower shall promptly notify the Agent of that event;

a Bank shall not be obliged to fund a Loan; and

if a Bank so requires and notifies the Agent within 30 days of the Borrower notifying the

Revocation of Authorisations

If any Authorisation is suspended, revoked or not renewed or is renewed on revised terms,

a Bank shall not be obliged to fund a Loan; and

if a Bank so requires and notifies the Agent within 30 days of the Borrower notifying the

Force Majeure Event

In this Clause 7.6:

(i)

(ii)

epidemic or plague;

(iii)

(iv)

accidents or explosions;

(v)

(vi)

(vii)

boycott, sanction or embargo,

where the act, event or circumstance (or combination thereof) has a material adverse effect.

If a Force Majeure Event occurs the Borrower shall promptly notify the Agent upon

becoming aware of that event.

Where a Force Majeure Event and its effect last for more than a continuous period of 270

Government Intervention

In this Clause 7.7:

Government means the government of Tanzania.

Government Intervention means:

all or any part of the Mine, the share capital of the Borrower or its assets is

the authority or ability of the Borrower to conduct its business is limited or

provided that such intervention shall not constitute a Government Intervention if:

such intervention is permanently removed and/or lifted by no later than 5

Business Days after it occurred;

the Government or a Government entity that has acquired an interest in the

such Government Intervention relates to a Geita Remediation and the

following conditions are satisfied:

I.         the Borrower complies with and/or remains in compliance with the

financial covenants in Clause 16.16 (Financial covenant);

II.         no Default has occurred or is continuing (save for (i) any cessation

III.       none of the representations and warranties in Clause 15

(Representations and Warranties) have been breached.

If a Government Intervention occurs:

the Borrower shall promptly notify the Agent upon becoming aware of that event;

a Bank shall not be obliged to fund a Loan; and

if a Bank so requires and notifies the Agent within 30 days of the Borrower

Voluntary prepayment

The Borrower may, by giving not less than five Business Days' prior written notice to the

The Borrower may, by giving not less than five Business Days' prior written notice to the

Automatic cancellation

Voluntary cancellation

The Borrower may, by giving not less than ten Business Days' prior written notice to the

In the event of any cancellation in terms of this Clause 7.10 within six Months from the

Additional right of replacement or prepayment and cancellation

If:

the Borrower is required to pay to a Bank any additional amounts under Clause 10

(Taxes); or

the Borrower is required to pay to a Bank any amount under Clause 12 (Increased

Costs); or

interest on a Banks participation in a Loan is being calculated in accordance with

give a notice of prepayment and cancellation to that Bank through the

Agent; or

give the Agent notice of its intention to replace t hat Bank in accordance

with paragraph (c) below.

On the date falling five Business Days after the date on which a notice is given under

subparagraph (a)(A) above:

the Borrower shall prepay the relevant Bank's participation in all the Loans; and

the Commitment of the relevant Bank shall be cancelled.

The Borrower may, in the circumstances set out in paragraph (a) above, on five Business

The replacement of a Bank pursuant to paragraph (c) above shall be subject to the

following conditions:

the Borrower shall have no right to replace the Agent;

neither the Agent nor any Bank shall have any obligation to find a replacement

Bank;

in no event shall the Bank replaced under paragraph (c) above be required to pay or

the Bank shall only be obliged to transfer its rights and obligations pursuant to

The Bank shall perform the checks described in subparagraph (d)(iv) above as soon as

Right of cancellation in relation to a Defaulting Bank

If any Bank becomes a Defaulting Bank, the Borrower may, at any time whilst the Bank

Application of prepayments

Calculation of pro rata payments

Miscellaneous provisions

All prepayments under this Agreement shall be made together with accrued interest on the

No prepayment or cancellation is permitted except in accordance with the express terms of

this Agreement.

No amount of any Commitments cancelled under this Agreement may subsequentl y be

reinstated.

Subject to the terms of this Agreement, any amounts prepaid under Clause 7.8 (Voluntary

INTEREST PERIODS

Selection

in the relevant Request in relation to a Facility A Loan; or

in the relevant Request or Selection Notice in relation to a Facility B Loan.

Subject to the following provisions of this Clause 8, each Interest Period:

for a Facility A Loan, will be three Months or any other period agreed by the

Borrower and the Agent; or

for a Facility B Loan will be three Months, six Months or any other period agreed

Non-Business Days

Coincidence with the Final Maturity Date

Other adjustments

Notification

INTEREST

Interest rate

Margin; and

LIBOR.

Margin; and

the Facility B Reference Rate.

Due dates

Default interest

If the Borrower fails to pay any amount payable by it under the Finance Documents, it

the rate on the relevant overdue amount under Clause 9.1 (Interest rate) immediately

before the due date (if of principal); and

the rate which would have been payable if the overdue amount had, during the

The default rate will be determined by the Agent on each Business Day or the first day of,

If the Agent determines that deposits in the currency of the overdue amount are not at the

Default interest will be compounded at the end of each Designated Interest Period.

Notification of rates of interest

TAXES

Tax Payment

All payments required to be made by the Borrower under the Finance Documents shall be

The Borrower is not obliged to pay any additional amount pursuant to paragraph (a) above

The Borrower shall:

pay when due all taxes required by law to be deducted or withheld by it from any

amounts paid or payable under the Finance Documents; and

as soon as is reasonably practicable after receipt, deliver to the Agent for the

except as provided in Clause 10.4 (FATCA Deduction), within five Business Days

Tax Credits

FATCA Information

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating

supply to that other Party such forms, documentation and other information relating

If a Party confirms to another Party pursuant to subparagraph (a)(i) above that it is a

Paragraph (a) above shall not oblige any Finance Party to do anything, and

any law or regulation;

any fiduciary duty; or

any dut y of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms,

If the Agent reasonably believes that its obligations under FATCA or any other applicable

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

any withholding statement or other document, authorisation or waiver as the Agent

The Agent shall provide any withholding certificate, withholding statement, document,

If any withholding certificate, withholding statement, document, authorisation or waiver

The Agent may rely on any withholding certificate, withholding statement, document,

FATCA Deduction

Each Party may make any FATCA Deduction it is required by FATCA to make, and any

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction

MARKET DISRUPTION

Unavailability of Screen Rate for Facility A

If no Screen Rate is available for LIBOR for the Interest Period of a Facility A Loan,

If no Screen Rate is available for LIBOR for:

US Dollars; or

If, after giving effect to paragraph (b) above, no Screen Rate is available for LIBOR for:

US Dollars; or

If paragraph (c) above applies but no Historic Screen Rate is available for the Interest

If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic

Unavailability of Screen Rate for Facility B

Absence of quotations

Market disruption

If:

LIBOR is to be determined under Facility A by reference to the Reference Banks but no, or

the Agent receives notification by close of business on the Rate Fixing Day from Banks

whose participations in a Loan exceed 35 per cent. of that Loan that:

matching deposits will not be available to them in the London interbank market in

the cost to them of funding their participations in that Loan for the relevant Interest

Replacement of Screen Rate and alternative basis of interest or funding

After any notification under Clause 11.4 (Market disruption), any Loan not yet drawn

Margin; and

the cost of each Bank of funding, from whatever sources it may reasonably select,

its participation in the Loan under Facility A during the relevant Interest Period.

If the operation of paragraph (a) above results in three consecutive Interest Periods of five

Any alternative basis agreed to pursuant to paragraph (b) above shall, with the prior

consent of all the Banks and the Borrower, be binding on all parties.

If any Screen Rate is not available for US Dollars, any amendment or waiver which relates

If any Bank participating in any Facility fails to respond to a request for an amendment or

its Commitment shall not be included for the purpose of calculating the Total

its status as a Bank shall be disregarded for the purpose of ascertaining whether the

INCREASED COSTS

Increased costs

Subject to Clause 12.2 (Exceptions), the Borrower shall within five Business Days of

the introduction of, or any change in, or any change in the interpretation or

application of, any law or regulation;

compliance with any regulation made after the date of this Agreement; or

the implementation or application of or compliance with Basel III or CRD IV or any

In this Agreement

increased cost means:

(i)        an additional cost incurred by a Finance Party or any of its Affiliates as a result of it having

(ii)        that portion of an additional cost incurred by a Finance Party or any of its Affiliates in

(iii)        a reduction in any amount payable to a Finance Party or any of its Affiliates or the effective

(iv)        the amount of any payment made by a Finance Party or any of its Affiliates, or the amount

Exceptions

Clause 12.1 (Increased costs) does not apply to any increased cost:

described within Clause 10 (Taxes);

attributable to any change in the rate of, or change in the basis of calculating, tax on the

attributable to a FATCA Deduction required to be made by a Party;

incurred solely by reason of the negligence, breach or wilful default of the Finance Party

concerned; or

attributable to the implementation or application of, or compliance with, the "International

Notice

ILLEGALITY

that Bank may notify the Borrower through the Agent accordingly; and

to the extent that that Bank’s participation has not been transferred pursuant to Clause 25.6

the Commitment of that Bank shall be cancelled.

MITIGATION

Mitigation

the Borrower being required to pay to or for the account of a Bank any additional amounts

pursuant to Clause 10.1 (Tax Payment) or 12.1 (Increased costs); or

Limitation of liability

REPRESENTATIONS AND WARRANTIES

Representations and warranties

Status

Powers and authority

Legal validity

Authorisations

Pari passu ranking

Taxes on payments

Stamp duties

Immunity

The execution by it of each Finance Document constitutes, and its exercise of its rights and

It will not be entitled to claim immunity from suit, execution, attachment or other legal

Jurisdiction/governing law

Any:

submission under a Finance Document to a particular forum for the resolution of

disputes; and

agreement as to the governing law of a Finance Document; and

agreement not to claim any immunity to which it or its assets may be entitled],

is legal, valid and binding under the laws of the jurisdiction of its incorporation.

Any arbitral award or judgment obtained in relation to a Finance Document in the courts to

Non-conflict

any law or regulation or judicial or official order; or

its constitutional documents; or

any document which is binding upon any member of the Group or any asset of any

member of the Group,

and which is material in the context of this Agreement.

No Default

No Default is continuing or would result from the making of any Loan; and

no other event is outstanding which constitutes (or with the giving of notice, lapse of time,

Litigation

Environmental issues

Environmental policy

Economic Sanctions and Anti-Money Laundering

In this Clause 15.16:

Money Laundering Laws means all applicable anti-money laundering laws.

Neither it nor any member of the Group, nor, to its knowledge, any of its Affiliates:

is a Restricted Party;

is in breach of any Sanctions;

to the knowledge of the Borrower after due inquiry, has conducted or is conducting

has received written notice of or is aware of any claim, action, suit, proceeding or

investigation against it with respect to Sanctions by any Sanctions Authority.

Its operations and the operations of the other members of the Group are in all material

It and each other member of the Group and, to its knowledge, its Affiliates have taken

reasonable measures to ensure compliance with Sanctions and Money Laundering Laws.

Times for making representations and warranties

The representations and warranties set out in this Clause 15 are made on the date of this

Agreement.

The Repeating Representations are deemed to be repeated by the Borrower on:

the date of each Request;

each Drawdown Date;

in each case with reference to the facts and circumstances then existing.

When a representation in paragraph (a) of Clause 15.12 (No Default) is repeated on a

UNDERTAKINGS

Duration

Financial information

The Borrower shall supply to the Agent in sufficient copies for all the Banks as soon as the

The Borrower shall supply to the Agent in sufficient copies for all the Banks as soon as the

Information – miscellaneous

all documents despatched by the Borrower to its shareholders (or any class of them) or by

it to its creditors (or any class of them) at the same time as they are despatched;

as soon as is reasonably practicable upon becoming aware of them, details of any litigation,

as soon as is reasonably practicable, such further information in the possession or control

Notification of Default

Compliance certificates

The Borrower shall supply to the Agent:

together with its most recent accounts specified in Clause 16.2 (Financial

information); and

The Borrower shall supply to the Agent, together with the most recent accounts specified

in Clause 16.2 (Financial information) at the end of each half-year of each financial year, a

Authorisations

The Borrower shall:

promptly obtain, maintain and comply with the terms of; and

as soon as is reasonably practicable, supply certified copies to the Agent of,

Pari passu ranking

Negative pledge

The Borrower will not create or permit to subsist any Security Interest on any of its assets.

Paragraph (a) above does not apply to:

any lien arising by operation of law in the ordinary course of business and securing

amounts not more than 60 days overdue;

any Security Interest arising in relation to set-off arrangements between cash

any Security Interest in respect of any margin or collateral delivered or otherwise

provided in connection with metal transactions;

any Security Interest arising as a consequence of any finance lease; and

any other Security Interest or transaction that would otherwise be prohibited by

Transactions similar to security

The Borrower will not, except as permitted by subparagraph (b)(v) of Clause 16.8 (Negative pledge):

sell, transfer or otherwise dispose of any of its assets on terms whereby it is or may be

Acquisitions

Paragraph (a) above shall not apply to:

any acquisition of assets or business or any investment made, in each case, on arm’s

any acquisition of assets or business made in relation to capital projects of the

Borrower; or

any acquisition made in the ordinary course of business of the Borrower.

Change of business

Insurance

Maintenance of status

The Borrower shall:

do all such things as are necessary to maintain its corporate existence; and

Compliance with laws

Compliance with Environmental Laws

The Borrower shall:

promptly notify the Agent of any breach of any Environmental Laws which has, or would

be reasonably likely to have, a material adverse effect;

not cause, or exacerbate any condition resulting from, a release of any hazardous, toxic,

promptly upon the receipt of the same, notify the Agent of any claim, notice or other

communications served on it in respect of:

any modification, suspension or revocation of any Environmental Permit applicable

to it; or

any alleged breach of any Environmental Laws,

which has, or would be reasonably likely to have, a material adverse effect .

Financial covenant

In this Clause 16.16:

Covenant Step-Up Test Date has the meaning given to it in paragraph (f) of this Clause 16.16.

(i)        to reverse entries made in order to comply with IAS 37 and IAS 39 or their successor

(ii)        to reverse entries made for the translation gains and losses on monetary items in accordance

with accounting standard IAS 21 or its successor standard;

(iii)        to reverse entries made following the early delivery or early unwinding and settlement in full

(iv) for exceptional items resulting from the sale or any impairment or revaluation of mining

assets or the restructuring of mining operations.

(i)        the outstanding principal amount of any moneys borrowed by any company and any

outstanding overdraft debit balance of such company;

(ii)        the outstanding principal amount of any debenture, bond, note, loan stock or other securit y

of any company (including redeemable preference shares);

(iii)        the outstanding principal amount of any acceptance under any acceptance credit opened by a

bank or other financial institution in favour of any company;

(iv)        the outstanding principal amount of all moneys owing to a company in connection with the

sale or discounting of receivables (except to the extent they are on a non recourse basis);

(v)        the outstanding principal amount of any indebtedness of any company arising from any

(vi)        the capitalised element of indebtedness of any company in respect of a lease entered into

(vii)        any fixed or minimum premium payable on the repayment or redemption of any instrument

referred to in subparagraph (ii) above; and

(viii)       the outstanding principal amount of any indebtedness of any person of a type referred to in

All terms used in this Clause 16.16 which are not otherwise defined are to be interpreted in

accordance with the International Financial Reporting Standards as at 31 December 2017.

All terms used in this Clause 16.16 are to be calculated in accordance with the accounting

If there is a dispute as to any interpretation of or computation for paragraph (a) above, the

interpretation or computation of independent auditors approved by the Agent prevails.

The financial ratio specified in paragraph (e) below shall be tested as at the last day of each

In relation to one Test Date only during the life of the Facility (the Covenant Step-Up

on and from the Covenant Step-Up Start Date, no Loan (other than a Rollover Loan)

the Borrower pay to the Agent, for the account of the Banks as at the Covenant

If, at the next Test Date immediately following the Covenant Step-Up Test Date, Leverage

exceeds 3.5:1, an Event of Default shall immediately occur.

Know your customer requirements

If:

the introduction of or any change in (or in the interpretation, administration or

application of) any law or regulation made after the date of this Agreement;

a proposed assignment or transfer by a Bank of any of its rights and obligations

Each Bank must promptly on the request of the Agent supply to the Agent any

Use of proceeds

Tanzanian Legislation

evidence of the dispensation granted or rejected (as the case may be) by the Mining

evidence of the approval or rejection (as the case may be) of the Mining Commission of

DEFAULT

Events of Default

Non-payment

Breach of financial covenant

The Borrower does not comply with Clause 16.16 (Financial covenant).

Breach of other obligations

Misrepresentation

Cross-default

Any Financial Indebtedness of the Borrower is not paid when due originally or within any

applicable grace period provided for in the relevant documentation;

an event of default howsoever described occurs under any document relating to Financial

any Financial Indebtedness of the Borrower becomes prematurely due and payable prior to

without prejudice to paragraph (c) above, any Financial Indebtedness of the Borrower

without prejudice to paragraphs (c) and (d) above, any Security Interest securing Financial

Insolvency

The Borrower is unable to pay its debts as they fall due or becomes insolvent, or admits

inability to pay its debts as they fall due;

The Borrower suspends making payments on all or any class of its debts or announces an

intention to do so, or a moratorium is declared in respect of any of its indebtedness;

The value of the assets of the Borrower is less than its liabilities (taking into account

contingent and prospective liabilities).

The Borrower, by reason of financial difficulties, begins negotiations with its creditors

Insolvency proceedings

Any step (including petition, proposal or convening a meeting) is taken with a view:

to a composition, assignment or arrangement with any creditors of the Borrower; or

to the rehabilitation, appointment of a trustee, administration, receivership,

a meeting of the Borrower is convened for the purpose of considering any resolution for (or

any person presents a petition for the winding up of, administration of, dissolution of or for

an order for the winding-up or administration or commencement of business rescue

proceedings of the Borrower is made.

Appointment of receivers and managers

Any liquidator, trustee in bankruptcy, judicial custodian, judicial manager, compulsory

the directors of the Borrower requests the appointment of a liquidator, trustee in

Creditors' process

Analogous proceedings

Cessation of business

The Borrower ceases, or threatens to cease, to carry on all or a substantial part of its business.

Unlawfulness

Finance Documents

Official Consents

Repudiation

Material adverse change

Acceleration

cancel the Total Commitments;

demand that all or part of the Loans, together with accrued interest and all other amounts

demand that all or part of the Loans be payable on demand, whereupon they shall

THE AGENT AND UNDERWRITER

Appointment and duties of the Agent

Each Finance Party (other than the Agent) irrevocably appoints the Agent to act as its agent

under and in connection with the Finance Documents.

Each Bank authorises the Agent to calculate any Base Currency Amount or TZS amount

Each Party appointing the Agent irrevocably authorises the Agent on its behalf to:

perform the duties and to exercise the rights, powers and discretions that are

execute each Finance Document expressed to be executed by the Agent on that

Party's behalf.

The Agent has only those duties which are expressly specified in this Agreement. Those

duties are solely of a mechanical and administrative nature.

Role of the Underwriter

Relationship

Majority Banks' instructions

The Agent will be fully protected if it acts in accordance with the instructions of the

The Agent is not authorised to act on behalf of a Bank (without first obtaining that Bank’s

consent) in any legal or arbitration proceedings relating to any Finance Document.

Delegation

The Agent may act under the Finance Documents through its personnel and agents.

Responsibility for documentation

Neither the Agent nor the Underwriter is responsible to any other Party for:

the collectability of amounts payable under any Finance Document; or

Default

The Agent may require the receipt of security satisfactory to it, whether by way of payment

Exoneration

Without limiting paragraph (b) below, the Agent will not be liable to any other Party for

No Party may take any proceedings against any officer, employee or agent of the Agent in

Reliance

The Agent may:

rely on any notice, representation or document believed by it to be genuine and correct and

to have been signed by, or with the authority of, the proper person;

rely on any statement made by a director, authorised signatory or employee of any person

engage, pay for and rely on legal or other professional advisers selected by it (including

those in the Agent's employment and those representing a Party other than the Agent).

Credit approval and appraisal

has made its own independent investigation and assessment of the financial condition and

will continue to make its own independent appraisal of the creditworthiness of the

Information

The Agent shall promptly forward to the person concerned the original or a copy of any

document which is delivered to the Agent by a Party for that person.

The Agent shall promptly supply a Bank with a copy of each document received by the

Except where this Agreement specifically provides otherwise, the Agent is not obliged to

Except as provided above, the Agent has no duty:

either initially or on a continuing basis to provide any Bank with any credit or other

unless specifically requested to do so by a Bank in accordance with a Finance

Document, to request any certificates or other documents from the Borrower.

The Agent and the Underwriter individually

If it is also a Bank, each of the Agent and the Underwriter has the same rights and powers

Each of the Agent and the Underwriter may:

carry on any business with the Borrower or its related entities;

act as agent or trustee for, or in relation to any financing involving, the Borrower or

its related entities; and

retain any profits or remuneration in connection with its activities under this

Agreement or in relation to any of the foregoing.

In acting as the Agent, the agency division of the Agent will be treated as a separate entity

The Borrower irrevocably authorises the Agent to disclose to the other Finance Parties any

information which is received by it in its capacity as the Agent.

The Agent may deduct from any amount received by it for the Banks pro rata any unpaid

Indemnities

Without limiting the liability of the Borrower under the Finance Documents, each Bank

A Bank's proportion of the liability or loss set out in paragraph (a) above will be the

Compliance

The Agent may refrain from doing anything which might, in its opinion, constitute a

Without prejudice to the generality of paragraph (a) above, the Agent may disclose the

Without limiting paragraph (a) above, the Agent need not disclose any information relating

Replacement of the Agent

Notwithstanding its irrevocable appointment and after consultation with the Borrower, the

The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the

expense of the Banks) make available to the successor Agent such documents and records

The appointment of the successor Agent shall take effect on the date specified in the notice

Any successor Agent and each of the other Parties shall have the same rights and

Resignation of the Agent

Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the

If the appointment of a successor Agent is to be made by the Majority Banks but they have

The resignation of the Agent and the appointment of any successor Agent will both

The retiring Agent shall, at its own cost, make available to the successor Agent such

Upon its resignation becoming effective, this Clause 18 shall continue to benefit the

The Majority Banks may, by notice to the Agent, require it to resign in accordance with

The Agent shall resign in accordance with paragraph (a) above (and, to the extent

the Agent fails to respond to a request under Clause 10.3 (FATCA Information) and

the information supplied by the Agent pursuant to Clause 10.3 (FATCA

the Agent notifies the Borrower and the Banks that the Agent will not be (or will

Confidentiality

In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its

If information is received by another division or department of the Agent, it may be treated

Banks

The Agent may treat each Bank as a Bank, entitled to payments under this Agreement and

The Agent may at any time and shall if requested to do so by the Majority Banks, convene

a meeting of the Banks.

Extraordinary management time and resources

any amendment, waiver, consent or suspension of rights (or any proposal for any of the

the occurrence of a Default; or

the proper enforcement of, or the preservation of any rights under, any Finance Document.

Any amount payable to the Agent under this Clause 18 will be calculated on the basis of such

Know your customer

Nothing in this Agreement shall oblige the Agent or the Underwriter to satisfy any know

Each Finance Party confirms to the Agent and the Underwriter that it is solely responsible

PAYMENT MECHANICS

Payments – other than to the Agent

Unless the Agent states otherwise (i) all payments of principal and interest under Facility B

All payments made in accordance with paragraph (a) above shall be made in immediately

Within two (2) Business Days of the date on which the Borrower or any Bank participating

The Agent shall, as soon as reasonably practicable after receipt of the documents and

Payments to the Agent

All payments by the Borrower or a Bank under the Finance Documents shall (unless

All payments made in accordance with paragraph 19.2(a) above shall be made in

On each date on which the Borrower or a Bank or any other part y to a Finance Document

Payment shall be made to such account in the principal financial centre of the country of

A payment by the Borrower to the Agent for the account of the Finance Parties shall be a

payment by the Borrower to the Agent as agent for and on behalf of the Finance Parties.

Distributions by the Agent

Distributions to the Borrower

Clawback

Where a sum is to be paid to the Agent under the Finance Documents for another Part y, the

If the Agent pays an amount to another Party and it proves to be the case that the Agent

Currency

Unless a Finance Document specifies that payments under it are to be made in a different

Interest is payable in the currency in which the relevant amount in respect of which it is

payable is denominated.

Amounts payable in respect of taxes, fees, costs and expenses are payable in the currency

in which they are incurred.

A repayment or prepayment of any principal amount is payable in the currency in which

that principal amount is denominated on its due date.

Any other amount payable under the Finance Documents is, except as otherwise provided

Set-off and counterclaim

Non-Business Days

If any amount payable under the Finance Documents is due on a day which is not a

Business Day, the due date for that payment shall instead be the next Business Day.

During any extension of the due date for payment of any principal under this Agreement

interest is payable on that principal at the rate payable on the original due date.

Partial payments

If the Agent (or pursuant to Clause 19.1 (Payments – other than to the Agent), any Bank)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the

Agent under the Finance Documents;

secondly, in or towards payment pro rata of any accrued interest due but unpaid

under this Agreement in the same currency as the currency received;

thirdly, in or towards payment pro rata of any principal due but unpaid under this

Agreement in the same currency as the currency received;

fourthly, in or towards payment pro rata of any accrued interest due but unpaid

under this Agreement in any currency other than the currency received;

fifthly, in or towards payment pro rata of any principal due but unpaid under this

Agreement in any currency other than the currency received; and

sixthly, in or towards payment pro rata of any other sum due but unpaid under the

Finance Documents,

If the Agent (or pursuant to Clause 19.1 (Payments – other than to the Agent), any Bank)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the

Agent under the Finance Documents;

secondly, in or towards payment pro rata of any accrued interest due but unpaid

under this Agreement;

thirdly, in or towards payment pro rata of any principal due but unpaid under this

Agreement; and

fourthly, in or towards payment pro rata of any other sum due but unpaid under the

Finance Documents,

The Agent shall, if so directed by all the Banks, vary the order set out in

subparagraphs 19.9(a)(i) to 19.9(a)(iv) above.

Impaired Agent

If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Bank which is

If it is not practical to pay that amount direct, the Party making the payment (the Paying

All interest accrued on the amount standing to the credit of the trust account shall be for the

benefit of the Recipient Parties pro rata to their respective entitlements.

A Party which has made a payment in accordance with this Clause 19.10 shall be

If a Paying Party makes a payment into a trust account in accordance with

Promptly upon the appointment of a successor Agent in accordance with Clause 18.15

FEES

Underwriting fee

Agent's fee

Commitment fee

The Borrower shall pay a commitment fee computed at the rate of 0.65 per cent. per annum

The Borrower shall pay a commitment fee computed at the rate of 20% (twenty percent)

Accrued commitment fee is payable quarterly in arrears until the Final Maturity Date for

Distribution fee

VAT

All amounts set out or expressed to be payable under a Finance Document by any Party to

If VAT is or becomes chargeable on any supply made by any Finance Part y (the Supplier)

(where the Supplier is the person required to account to the relevant tax authority for

(where the Recipient is the person required to account to the relevant tax authority

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party

Any reference in this Clause 20.4 to any Party will, at any time when that Party is treated

If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance

EXPENSES

Initial and special costs

the negotiation, preparation, printing and execution of:

this Agreement and any other documents referred to in this Agreement; and

any other Finance Document (other than a Novation Certificate) executed after the

date of this Agreement; and

any amendment, waiver, consent or suspension of rights (or any proposal for any of the

Enforcement costs

STAMP DUTIES

INDEMNITIES

Currency indemnity

If a Finance Party receives an amount in respect of the Borrower's or any other party under

The Borrower shall indemnify that Finance Party as an independent obligation

against any loss or liability arising out of or as a result of the conversion;

if the amount received by that Finance Party, when converted into the contractual

the Borrower shall forthwith on demand pay to the Finance Party concerned any

exchange costs and taxes payable in connection with any such conversion.

Other indemnities

The Borrower shall forthwith on demand indemnify each Finance Party against any loss or

liability which that Finance Party incurs as a consequence of:

the occurrence of any Default;

the operation of Clause 17.18 (Acceleration);

any payment of principal or an overdue amount being received from any source

a Loan (or part of a Loan) not being prepaid in accordance with a notice of

The Borrower's liability in each case includes any loss of margin or other loss or expense

Each Bank shall, as soon as reasonably practicable after a demand by the Agent, provide a

EVIDENCE AND CALCULATIONS

Accounts

Certificates and determinations

Calculations

In relation to Facility A, interest and Commitment fees accrue from day to day and are

calculated on the basis of the actual number of days elapsed and a year of 360 days.

In relation to Facility B, interest and Commitment fees accrue from day to day and are

calculated on the basis of the actual number of days elapsed and a year of 365 days,

or in any case where the practice in the Relevant Market differs, in accordance with that market

practice.

AMENDMENTS AND WAIVERS

Procedure

Subject to Clause 25.2 (Exceptions), any term of the Finance Documents may be amended

The Agent shall promptly notify (in writing) the other Parties of any amendment or waiver

Exceptions

An amendment or waiver which relates to:

the definition of Majority Banks in Clause 1.1 (Definitions);

an extension of the date for, or a decrease in an amount or a change in the currency

of, any payment to a Bank under the Finance Documents (including the Margin);

an increase or extension in a Bank's Commitment or any requirements that a

cancellation of Commitments reduces the Commitments of the Banks rateably;

a change to the identity of the Borrower;

a term of a Finance Document which expressly requires the consent of each Bank;

or

Clause 2.2 (Facility B Increase / Facility A Decrease), Clause 2.3 (Nature of a

An amendment or waiver which affects the rights and/or obligations of the Agent or a

Waivers and remedies cumulative

The rights and remedies of each Finance Party under the Finance Documents:

may be exercised as often as necessary and no single or partial exercise of any right or

are cumulative and not exclusive of its rights under the general law; and

may be waived only in writing and specifically.

Disenfranchisement of Defaulting Banks

For so long as a Defaulting Bank has any undrawn Commitment, in ascertaining the

that Defaulting Bank's Commitments will be reduced by the amount of its undrawn

Commitment; and

the Defaulting Bank will not be counted as a Bank for the purposes of Clause 25.2

(Exceptions) if it has no participation in any outstanding Loans.

any Bank which has notified the Agent that it has become a Defaulting Bank; or

any Bank in relation to which it is aware that any of the events or circumstances

Excluded participations

its participation in all outstanding Loans shall not be included for the purpose of

it will not count as a Bank for the purposes of Clause 25.2 (Exceptions).

Replacement of a Bank

If:

any Bank becomes a Non-Consenting Bank (as defined in paragraph (d) below); or

the Borrower becomes obliged to repay any amount in accordance with Clauses 7.1

The replacement of a Bank pursuant to this Clause 25.6 shall be subject to the following

conditions:

the Borrower shall have no right to replace the Agent;

neither the Agent nor the Bank shall have any obligation to the Borrower to find a

Replacement Bank;

in the event of a replacement of a Non-Consenting Bank such replacement must take

in no event shall the Bank replaced under this Clause 25.6 be required to pay or

A Bank shall perform the checks described in paragraph (b) above as soon as reasonably

In the event that:

the Borrower or the Agent (at the request of the Borrower) has requested the Banks

the consent, waiver or amendment in question requires the approval of all the Banks

or the Majority Banks; and

Banks whose Commitments (calculated by reference to the Base Currency Amount

of such Commitments at the relevant time) aggregate:

in the case of a consent, waiver or amendment requiring the approval of all

in the case of a consent, waiver or amendment requiring the approval of the

have consented or agreed to such waiver or amendment,

Replacement of a Defaulting Bank

The Borrower may, at any time a Bank has become and continues to be a Defaulting Bank,

by giving five Business Days' prior written notice to the Agent and such Bank:

replace such Bank by requiring such Bank to (and such Bank shall) transfer pursuant

require such Bank to (and such Bank shall) transfer pursuant to Clause 26.2

Any transfer of rights and obligations of a Defaulting Bank pursuant to this Clause 25 shall

be subject to the following conditions:

the Borrower shall have no right to replace the Agent;

neither the Agent nor the Defaulting Bank shall have any obligation to the Borrower

to find a Replacement Bank;

the transfer must take place no later than 20 Business Days after the notice referred

to in paragraph (a) above; and

in no event shall the Defaulting Bank be required to pay or surrender to the

CHANGES TO THE PARTIES

Transfers by the Borrower

Transfers by Banks

in respect of Facility A to any other bank or financial institution; and

in respect of Facility B, to a Permitted Assignee,

(the New Bank).

The prior consent of the Borrower is required for any assignment, transfer or novation to a

A transfer of obligations will be effective only if either:

the obligations are novated in accordance with Clause 26.3 (Procedure for

novations); or

the New Bank confirms to the Agent and the Borrower that it undertakes to be

On each occasion an Existing Bank assigns, transfers or novates any of its Commitment

An Existing Bank is not responsible to a New Bank for:

the execution, genuineness, validity, enforceability or sufficiency of any Finance

Document or any other document;

the collectability of amounts payable under any Finance Document; or

the accuracy of any statements (whether written or oral) made in or in connection

with any Finance Document.

Each New Bank confirms to the Existing Bank and the other Finance Parties that it:

has made its own independent investigation and assessment of the financial

will continue to make its own independent appraisal of the creditworthiness of the

Nothing in any Finance Document obliges an Existing Bank to:

accept a re-transfer from a New Bank of any of the Commitment and/or rights

and/or obligations assigned, transferred or novated under this Clause 26; or

support any losses incurred by the New Bank by reason of the non-performance by

the Borrower of its obligations under the Finance Documents or otherwise.

Any reference in this Agreement to a Bank includes a New Bank but excludes a Bank if no

Procedure for novations

A novation is effected if:

the Existing Bank and the New Bank deliver to the Agent a duly completed

the Agent executes it, provided that the Agent is only obliged to execute a Novation

the Existing Bank and the other Parties (the existing Parties) will be released from

their obligations to each other (the discharged obligations);

the New Bank and the existing Parties will assume obligations towards each other

the rights of the Existing Bank against the existing Parties and vice versa (the

discharged rights) will be cancelled; and

the New Bank and the existing Parties will acquire rights against each other which

Pro rata interest settlement

any interest or fees in respect of the relevant participation which are expressed to accrue by

when the Accrued Amounts become payable, those Accrued Amounts will be

payable for the account of the Existing Bank; and

the amount payable to the New Bank on that date will be the amount which would,

Affiliates of Banks

Each Bank may fulfil its obligations in respect of any Loan through an Affiliate if:

the relevant Affiliate is specified in this Agreement as a Bank or becomes a Bank by

the Loans in which that Affiliate will participate are specified in this Agreement or

in a notice given by that Bank to the Agent and the Borrower.

If paragraph (a) above applies, the Bank and its Affiliate will be treated as having a single

Reference Banks

Security over Bank's rights

release a Bank from any of its obligations under the Finance Documents or substitute the

require any payments to be made by the Borrower or grant to any person any more

Register

DISCLOSURE OF INFORMATION

In this Clause 27:

Permitted Parties means a Bank and any of its Affiliates.

A Bank may disclose a copy of any Finance Document (and any information which that

Bank has acquired under or in connection with any Finance Document) to:

its Affiliates;

any person with whom it is proposing to enter, or has entered into, any kind of

transfer, participation or other agreement in relation to this Agreement;

any person to whom or for whose benefit that Bank charges, assigns or otherwise

professional advisers and service providers of the Permitted Parties who are under a

duty of confidentiality to the Permitted Parties;

any ratings agency, insurer or insurance broker of the Permitted Parties, or direct or

indirect provider of credit protection to any Permitted Party; or

any court or tribunal or regulatory, supervisory, governmental or quasi-

governmental authority with jurisdiction over the Permitted Parties.

Any Finance Party may disclose to any national or international numbering service

name of the Borrower;

country of domicile of the Borrower;

place of incorporation of the Borrower;

date of this Agreement;

the name of the Agent and the Underwriter;

date of each amendment and restatement of this Agreement;

amount of Total Commitments;

currency of the Facility;

type of Facility (i.e. that it is a revolving credit facility);

Final Maturity Date of the Facility;

changes to any of the information previously supplied pursuant to subparagraphs (i)

to (x) above; and

such other information agreed between such Finance Party and the Borrower,

The Parties acknowledge and agree that each identification number assigned to this

The Borrower represents that none of the information set out in subparagraphs (i) to (v)

The Agent shall notify the Borrower and other Finance Parties of:

the name of any numbering service provider appointed by the Agent in respect of

this Agreement, the Facility and/or the Borrower;

the number or, as the case may be, the numbers assigned to this Agreement, the

Facility and/or the Borrower by such numbering service provider.

CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

Confidentiality and Disclosure

The Agent and the Borrower agree to keep each Funding Rate (and, in the case of the

The Agent may disclose:

any Funding Rate (but not, for the avoidance of doubt, any Reference Bank

any Funding Rate or any Reference Bank Quotation to any person appointed by it to

any of its Affiliates and any of its or their officers, directors, employees,

any person to whom information is required or requested to be disclosed by any

court of competent jurisdiction or any governmental, banking, taxation or other

any person to whom information is required to be disclosed in connection with, and

any person with the consent of the relevant Bank or Reference Bank, as the case

may be.

The Agent's obligations in this Clause 28 relating to Reference Bank Quotations are

Other Obligations

The Agent and the Borrower acknowledge that each Funding Rate (and, in the case of the

The Agent and the Borrower agree (to the extent permitted by law and regulation) to

inform the relevant Bank or Reference Bank, as the case may be:

of the circumstances of any disclosure made pursuant to subparagraph (c)(ii) above

upon becoming aware that any information has been disclosed in breach of this

Clause 28.

SET-OFF

PRO RATA SHARING

Redistribution

the recovering Finance Party shall, within three Business Days, notify details of the

recovery to the Agent;

the Agent shall determine whether the recovery is in excess of the amount which the

subject to Clause 30.3 (Exceptions), the recovering Finance Party shall, within three

the Agent shall treat the redistribution as if it were a payment by the Borrower under

after payment of the full redistribution, the recovering Finance Party will be subrogated to

Reversal of redistribution

If under Clause 30.1 (Redistribution):

a recovering Finance Party must subsequently return a recovery, or an amount measured b y

reference to a recovery, to the Borrower; and

the recovering Finance Party has paid a redistribution in relation to that recovery,

Exceptions

A recovering Finance Party need not pay a redistribution to the extent that it would not,

A recovering Finance Party is not obliged to share with any other Finance Party any

amount which the recovering Finance Party has received or recovered as a result of taking

SEVERABILITY

COUNTERPARTS

NOTICES

Giving of notices

if by letter, when delivered personally or on actual receipt; and

if by facsimile or e-mail, when received in legible form.

Electronic communication

Any communication between any two Parties under or in connection with the Finance

agree and such agreement is not revoked by either Party;

notify each other in writing of their e-mail address and/or any other information

required to enable the sending and receipt of information by electronic means; and

notify each other of any change to the address or information referred to in

subparagraph (ii) above.

Any electronic communication made between those two Parties under paragraph (a) above

Addresses for notices

those notified by that Party for this purpose to the Agent on or before the date it

becomes a Party; or

any other notified by that Party for this purpose to the Agent by not less than five

Business Days' notice.

The address, telephone and facsimile numbers of the Borrower are:

Postal Address:              AngloGold Ashanti, 76 Rahima Moosa Street, Newtown, Johannesburg,

2001, South Africa

Fax:                               0866786981

E-mail:                           HPersotam@AngloGoldAshanti.com

For the attention of:

Himesh Persotam: Vice President: Finance, Central African Region Finance

or such other as the Borrower may notify to the Agent by not less than five Business Days' notice.

The address, telephone and facsimile numbers of the Agent are:

Address:                       3

Floor, Block F, Nedbank 135 Rivonia Campus, Sandown, 2196, South

Africa

Fax:                               +27 (0) 11 294 2456

Telephone:                    +27 (0) 11 295 2456 / +27 (0) 11 294 9264

Email:

MiningFinance1@nedbank.co.za /

Johanneslo@nedbank.co.za

/

HermienV@nedbank.co.za

For the attention of: Johannes Louw / Hermien Visagie

or such other as the Agent may notify to the other Parties by not less than five Business Days' notice.

All notices from or to the Borrower shall be sent through the Agent and the Borrower.

The Agent shall, promptly upon request from any Party, give to that Party the address or

Communication when Agent is Impaired Agent

LANGUAGE

Any notice given under or in connection with any Finance Document shall be in English.

All other documents provided under or in connection with any Finance Document shall be:

in English; or

if not in English, accompanied by a certified English translation and, in this case, the

ENFORCEMENT

General

Arbitration

Subject to Clause 35.3 (Agent's option), any dispute arising out of or in connection with

The Rules are incorporated by reference into this Clause 35 and capitalised terms used in

The number of arbitrators shall be three. The Claimant and the Respondent will each

The seat, or legal place of arbitration, shall be London.

The governing law of the arbitration shall be English law.

The language used in any arbitral proceedings shall be English. All documents submitted

Any Request made pursuant to this Clause 35 must be delivered in accordance with

Clause 33 (Notices).

Agent's option

Jurisdiction

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in

The Parties agree that the courts of England are the most appropriate and convenient courts

to settle Disputes and accordingly no Party will argue to the contrary.

This Clause is for the benefit of the Finance Parties only. As a result, no Bank shall be

Submission

Service of process

Without prejudice to any other mode of service, the Borrower:

irrevocably appoints AngloGold Ashanti Holdings PLC, 4th Floor West, Communications

agrees to maintain an agent for service of process in England until all amounts which ma y

agrees that failure by a process agent to notify it of the process will not invalidate the

proceedings concerned;

consents to the service of process relating to any such proceedings by prepaid posting of a

agrees that if the appointment of any person mentioned in paragraph (a) above ceases to be

Forum convenience and enforcement abroad

The Borrower:

waives objection to the English courts on grounds of inconvenient forum or otherwise as

regards proceedings in connection with a Finance Document; and

agrees that subject to the Reservations, a judgment or order of an English court in

Non-exclusivity

in any other court of competent jurisdiction; or

concurrently in more than one jurisdiction.

WAIVER OF IMMUNITY

The Borrower irrevocably and unconditionally:

agrees that if a Finance Part y brings proceedings against it or its assets in relation to a

waives any such right of immunity which it or its assets now has or may subsequently

acquire; and

consents generally in respect of any such proceedings to the giving of any relief or the

INTEGRATION

GOVERNING LAW

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

BANKS AND COMMITMENTS

Banks

Commitment

U.S.$

Commitment TZS

105,000,000

N/A

NMB Bank PLC

N/A

22,840,000,000

Stanbic Bank Tanzania Limited

N/A

22,500,000,000

Standard Chartered Bank Tanzania Limited

N/A

11,000,000,000

Ecobank Tanzania Limited

N/A

22,740,000,000

National Bank of Commerce Limited

N/A

8,000,000,000

First National Bank Tanzania Limited

N/A

15,600,000,000

US$ 105,000,000 TZS102,680,000,000

SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

PART A

1.

A copy of the constitutional documents of the Borrower.

2.

A copy of a resolution of the board of directors of the Borrower:

(a)

(b)

(c)

3. A specimen of the signature of each person authorised to sign each Finance Document on behalf of

4. Evidence that the process agent referred to in Clause 35.6 (Service of process) have accepted their

appointment under that Clause.

5. Evidence that all official consents, licences and approvals required in connection with the entry into

and performance of the Finance Documents have been obtained.

6. Evidence that this Agreement has been registered with the Bank of Tanzania and issued with a debt

record number or amended debt record number as may be applicable.

7. A copy of any other authorisation or other document, opinion or assurance which the Agent

8. Evidence that all fees and expenses remaining due and payable immediately on or before the date of

this Agreement from the Borrower under the Finance Documents have been paid.

9.

A certificate of two authorised signatories of the Borrower:

(a)

(b)

(c)

having made due enquiry:

(i)

no Default is continuing;

(ii)

no Insolvency Event has occurred or is continuing in relation to the Borrower; and

(iii)

to the best of the knowledge of the Borrower, there are no material and undisclosed

outstanding disputes.

10.

(a)

(b)

(c)

11.

Dul y executed originals of the following Finance Documents:

(a)

this Agreement;

(b)

any Fee Letter; and

(c)

any other Finance Document

12.

A copy of the mining rights licence in respect of the Mine.

13.       The Bank shall have obtained approval from its internal committees for the Facility and such

approvals shall have become unconditional.

14.

Confirmation of the Bank’s satisfaction with the results of the high level due diligence process.

15.       Such documentation and other evidence as is requested by the Agent (for itself or on behalf of any

PART B

1.         Confirmation that the Facility B Increase Amount does not exceed the balance of the undrawn

2.         Receipt of the Tanzanian Increase Request, in form and substance satisfactory to the Agent, and

containing at a minimum the information as set out in Clause 2.2(d).

3.         The confirmation by each relevant TZS Bank of its agreement to participate as a TZS Bank stating

its portion of participation in the Facility B Increase Amount.

4.

The execution by the Agent and each TZS Bank of an Accession Deed.

5.

Satisfaction that no Default has occurred and is continuing as at the Tanzanian Increase Effective

Date.

6.         Such documentation and other evidence as is reasonably requested by the Agent (for itself or on

7.

Any other document and condition precedent required under any Accession Deed.

8.         A copy of any other authorisation or other document, opinion or assurance which the Agent

SCHEDULE 3

FORM OF REQUEST

To:

[ · ] as Agent

From: Geita Gold Mining Limited

Date: [

]

1.

We request a Loan as follows:

(a)

Drawdown Date: [

]

(b)

Facility to be utilised: [Facility A] / [Facility B]

(c)

Currency of Loan:

[USD $] / [TZS]

(d)

Amount: U.S.$[

] / TZS [ · ]

(e)

Interest Period: [3 Months]

/ [[3/6] Months]

(f)

Payment instructions: [

].

2.

We confirm that each condition specified in Clause 4.2 (Further conditions precedent) [and

Clause 4.3 (Further conditions precedent under Facility B)]

3.

is satisfied on the date of this Request.

By:

Geita Gold Mining Limited

PART II: Selection Request

To:

[ · ] as Agent

From: Geita Gold Mining Limited

Date: [

]

1.        We refer to the Credit Agreement. This is a Selection Notice. Terms defined in the Credit Agreement

2.

We refer to the following Facility B Loan/s with an Interest Period ending on [ · ]5.

3.        [We request that the above Facility B Loan/s be divided into [ · ] Facility B Loans with the following

amounts and Interest Periods]

4.

[We request that the next Interest Period for the above Facility B Loan/s is [ · ]

5.

This Selection Notice is irrevocable.

By:

Geita Gold Mining Limited

SCHEDULE 4

FORM OF NOVATION CERTIFICATE

To:

[ · ] as Agent

From: [THE EXISTING BANK] and [THE NEW BANK]

Date: [

]

Geita Gold Mining Limited - U.S.$ 115,000,000 Revolving Credit Facility Agreement dated 6

April 2018 (as amended from time to time)

We refer to Clause 26.3 (Procedure for novations).

1.        We [ ] (the Existing Bank) and [ ] (the New Bank) agree to the Existing Bank and the

2.        The specified date for the purposes of paragraph (c) of Clause 26.3 (Procedure for novations) is [date

of novation].

3.        The Facility Office and address for notices of the New Bank for the purposes of Clause 33.3

(Addresses for notices) are set out in the Schedule.

4.        This Novation Certificate and any non-contractual obligations arising out of or in connection with it

are governed by English law.

[Existing Bank]

[New Bank]

By:

By:

Date:

Date:

[New Bank]

[Facility Office

Address for notices]

[

]

Email address for notices:

Country of origin of New Bank:

By:

Date:

SCHEDULE 5

FORM OF COMPLIANCE CERTIFICATE

To:

[ · ] as Agent

From: GEITA GOLD MINING LIMITED

Date: [

]

Geita Gold Mining Limited - U.S.$ 115,000,000 Revolving Credit Facility Agreement dated 6 April

2018 (as amended from time to time) (the Agreement)

1.

We refer to the Agreement. This is a Compliance Certificate.

2.

We confirm that as at [relevant testing date] Total Net Financial Indebtedness was [

]; and

EBITDA was [

]; therefore, Leverage was [

] to 1.

3.

We set out below calculations establishing the figures in paragraph 2 above:

[

].

4.

We confirm that no Default is outstanding as at [relevant testing date].

]

GEITA GOLD MINING LIMITED

By:

................................ ...........................

................................ ...........................

Name of director

Name of director

[insert applicable certification language]

for

[auditors of the Borrower]

SCHEDULE 6

PERMITTED ASSIGNEE

CRDB Bank PLC

NMB Bank PLC

NBC (Tanzania) Limited

TIB Corporate Bank

Exim Bank

EcoBank Tanzania Limited

Barclays Bank (Tanzania) Limited;

Citibank (Tanzania) Limited;

Stanbic Bank (Tanzania) Limited;

Standard Chartered Bank (Tanzania) Limited; and

Any Affiliates of the banks listed in this Schedule 6.

SCHEDULE 7

THIS ACCESSION DEED is dated ………… and entered into among:

A.        [Insert full name of current Agent] for itself and on behalf of each of the other Finance Parties to the

      Credit Agreement referred to below (Agent);

B.       Geita Gold Mining Limited as borrower under the Credit Agreement (Borrower); and

C.        [[Acceding TZS Bank (s)] (Acceding TZS Bank(s)].

Facility B Commitment(s)

[ · ]

Facility B Margin

Margin in respect of Facility B is [ · ]

Other conditions

[ · ]

This Accession Deed is a Finance Document for the purposes of the Credit Agreement.

Acceding TZS Bank(s)

Executed and delivered as a deed by

[Insert full name of Acceding TZS Bank(s) and execution block as required under Tanzanian law]

Address:

Fax:

Email:

Agent

Executed for and on behalf of

[Insert full name of current Agent and execution block]

Date:

Executed and delivered as a deed by Geita Gold Mining Limited

By:

/s/ M E SANZ PEREZ

EVP: Group Legal, Commercial & Governance