Deed of Indemnity between Newmont Australia Limited and RCF Group Members (QMAG, QMCH, Resource Capital Fund III L.P.)

Exhibit 10(dd)

Deed of indemnity

Newmont Australia Limited ACN 009 295 765

Newmont

Resource Capital Fund III L.P.

RCF

ACN 111 279 906 Ltd ABN 68 111 279 906

QMAG

QMCH Pty Ltd ABN 27 111 293 433

QMCH

If you have any questions about the details of this document

please contact Peter Wilkes on + 61 2 9353 4000

Clayton Utz Lawyers

QV1 250 St Georges Terrace Perth WA 6000 Australia

GPO Box P1214 Perth WA 6844

T + 61 8 9426 8000 F + 61 8 9481 3095

www.claytonutz.com

Our reference 60022/13675/80013608

Table of contents

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Deed of indemnity made at Brisbane on 29 November 2004

QMCH Pty Ltd ABN 27 111 293 433 of Ground Floor, 76 Kings Park Road, West Perth, Western Australia (“QMCH”)

Resource Capital Fund III L.P. of 1400 Sixteenth Street, Suite 200, Denver, CO 80202, USA (“RCF”)

(QMAG, QMCH, and RCF are each referred to individually as a “RCF Group Member” and are collectively referred to as the “RCF Group Members”)

Recitals

Operative provisions

In this deed unless the context requires otherwise:

“AMC” means Australian Magnesium Corporation Limited ABN 51 010 441 666 of Level 5, 30 Little Cribb Street, Milton, Queensland.

“AMC Indemnity” means the indemnity granted by AMC in favour of the RCF Group Members pursuant to clause 18.1 of the Sale Agreement - QMAG Joint Venture and Associated Assets between AMC, Australian Magnesium Operations Pty Ltd ABN 38 058 918 175, QMC Investments Pty Ltd ABN 39 057 869 299, Q.M.C. Finance Pty Ltd ABN 79 010 985 761, QMC (Kunwarara) Pty Ltd ABN 94 009 643 216, QMC Refmag Pty Ltd ABN 57 003 858 099, Queensland Magnesia Pty Ltd ABN 43 010 823 588 and the RCF Group Members dated on or about the date of this deed.

“AMC Prospectus” means the prospectus issued by AMC dated 15 October 2001.

“AMC Securities” means the AMC shares and/or loan notes issued by AMC under the AMC Prospectus.

“Event of Insolvency” means, in relation to any person (which includes a company and/or corporation):

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“Losses” means all losses including loss of profits and consequential losses, claims, damages, liabilities, expenses, penalties, stamp and transaction duties, costs and disbursements, including losses incurred in connection with investigating, preparing, defending or otherwise dealing with any proceedings (“legal costs”), whether or not in connection with pending or threatened litigation to which a RCF Group Member is a party and including legal fees and disbursements on an indemnity basis, except for legal costs incurred in connection with proceedings to enforce rights or obligations under this deed in which costs are awarded against RCF.

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Subject to clause 3, Newmont indemnifies and holds harmless the RCF Group Members jointly and severally and to the full extent lawful, from and against all Losses any RCF Group Member incurs in connection with any claims now or in the future by investors or any other persons arising out of or in connection with the AMC Securities or disclosures in the AMC Prospectus.

The indemnity contained in clause 2.1 is a continuing obligation, separate and independent from the obligations of any RCF Group Member and Newmont under any other document.

RCF is not required to commence formal legal proceedings against AMC to exhaust reasonable recourse against AMC in accordance with this clause 3.1(a).

The indemnity in clause 2 of this deed does not apply to the extent a Loss results from the fraud or negligence of a RCF Group Member.

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Subject to clause 3 of this deed, Newmont will pay any amount payable under the indemnity in this deed within seven (7) days of receiving notice from the RCF Group Member. Such notice shall set out the payee and address for payment in respect of any such Losses, shall set out each category of Loss claimed and shall set out in reasonable detail all support and justification that the Loss was suffered by RCF. Where there is a dispute in relation to whether an amount is payable by Newmont under clause 2.1, Newmont will pay the amount not in dispute in accordance with this clause.

All payments under this deed must be made by bank cheque or other immediately available funds within 2 working days of any notice in writing given by a RCF Group Member pursuant to clause 4.1.

All payments which Newmont is required to make under this deed must be:

Where, under this deed, Newmont has paid an amount to discharge any liability of a RCF Group Member, Newmont will, to the extent of the amount paid, be subrogated to the rights of the RCF Group Member in relation to that liability and will be entitled to the benefits of those rights, if any.

Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to this deed must be in writing and addressed:

(or as otherwise notified by that party to the other party from time to time).

Any notice or other communication is regarded as being delivered:

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This deed maybe executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same. Any counterpart of this deed is deemed to have been duly executed if it is executed by a party and sent by facsimile transmission to all the other parties.

This deed is governed by the laws of Queensland. The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland.

Executed as a deed.

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