Dated17March2009 (1)LondonMining plc (2)WitsBasin Precious Minerals Inc. SUBSCRIPTIONAGREEMENT CONTENTS

LONDON MINING PLC a company incorporated in England and Wales with registered number ###-###-#### whose registered office is at 39 Sloane Street, London SW1X 9LP ("London Mining"); and

WITS BASIN PRECIOUS MINERALS INC. a company incorporated in the State of Minnesota, United States with registered number 84-1236619 whose registered office is at 80 South 8th Street, Suite 900, Minneapolis, Minnesota 55402 ("Wits Basin").

(A)

The parties have agreed to incorporate, subscribe into and operate a joint venture company in the name of the Company on the terms and conditions of this Agreement.

(B)

The parties originally entered into a subscription agreement on 17 November 2008 (the "Original Agreement").  The parties agreed that with effect from 12 January 2009, the Original Agreement was terminated and was replaced by the subscription agreement entered into by the parties dated 12 January 2009 (the "Revised Subscription Agreement").

(C)

The parties have agreed to amend and restate the Revised Subscription Agreement with effect from 17 March 2009 on the terms and conditions of this Agreement.

(D)

The amendment and restatement of the Revised Subscription Agreement shall be without prejudice to rights or liabilities which have accrued, including in respect of any breach of warranty prior to the date on which the amendment and restatement takes effect, including rights or liabilities which have accrued under the Original Agreement, including in respect of any breach of warranty prior to the date on which the termination took effect.

means an amount equal to the purchase price for the acquisition of each of the Target Entities determined pursuant to the Target Entities Equity Transfer Agreements as amended in accordance with clause 2.1.4, as reduced by any deductions as set out in the Escrow Agreements or the Target Entities Equity Transfer Agreements, as amended in accordance with clause 2.1.4.

means the Consulting Agreement as amended by the Agreement on Amendment dated 13 January 2009, as novated by the Novation Agreement dated 13 January 2009, as amended by the Agreement on Amendment dated 11 February 2009, by Letter Agreements dated 26 February 2009 and 5 March 2009 and as further amended, novated or substituted from time to time.

Wits Basin undertakes to London Mining to use its best endeavours to fulfil or procure the fulfilment of the Conditions as soon as possible from the date of this Agreement and to provide London Mining with all information and to procure that the Target Entities and MZM provide all information requested to enable London Mining to complete due diligence as contemplated by clause 2.1.1.

Wits Basin undertakes to London Mining to:

If all of the Conditions have not been satisfied or waived on or before 14 April 2009 or such later date as the parties agree in writing, the provisions of this Agreement (other than this clause and clauses 1 (Definition and Interpretation), 5 (Confidentiality), 8 (Costs), 9 (Applicable Law and Jurisdiction), 10 (General) and 11 (Notices)) shall cease to have effect and, except in relation to this clause 2.4 and without prejudice to any claim in respect of breach of any of the operative provisions of this Agreement which has occurred prior to such date, none of the parties to this Agreement shall have any claim against any of the others for costs, damages, charges, compensation or otherwise under this Agreement.

On the Relevant Date, subject to the Transaction Documents being in the approved terms as contemplated by clause 2.1, the execution of the Escrow Agreements and the Consulting Agreement Novation Agreement, London Mining shall lend to the Company an amount equal to the Escrow Amount under the terms of the LM Escrow Loan Agreement (the "LM Escrow Loan").  Wits Basin agrees to procure that immediately on the making of the LM Escrow Loan the Company shall lend an amount equal to the LM Escrow Loan to HK Co ("Company Escrow Loan") and procure that immediately on the making of the Company Loan HK Co shall apply an amount equal to the LM Escrow Loan to complete the Funding of Escrow. Each of the LM Escrow Loan and the Company Escrow Loan shall earn interest at the same rate as the Escrowed Funds earn interest under the Escrow Agreements and shall be repayable in accordance with clause 2.7.

Wits Basin shall procure that each of the Company and HK Co directs London Mining to pay an amount equal to the Escrow Amount directly to the Escrow Agents (apportioned between the Escrow Agents in accordance with the Escrow Agreements) on the Relevant Date to satisfy the obligations of the parties under clause 2.5.

If (i) any of the Target Entities Equity Transfer Agreements terminates after Funding of Escrow or (ii) completion of the Target Entities Equity Transfer Agreements does not take place for any reason on or before the date that is 10 Business Days after the date of the Funding of Escrow or such later date as the parties agree under the Escrow Agreements or otherwise in writing (such agreement to be given by each party at its sole discretion) (the "Lapse Date"), in each case, in accordance with the terms of the Escrow Agreements and in the case of (ii) to the extent not prohibited by law or any regulatory requirement:

 

Wits Basin shall procure, including by procuring that HK Co submits a ETA Termination Notice or a Termination Notice (or such other notice as is required under the Escrow Agreements to release the Escrowed Funds) to the Escrow Agents, that each Escrow Agent releases to HK Co such part of the Escrowed Funds as they hold in escrow and any Escrow Interest on such Escrowed Funds as soon as reasonably practicable after the date on which the Target Entities Equity Transfer Agreements terminate or the Lapse Date; and

 

Wits Basin shall procure that HK Co shall, immediately on the release of the Escrowed Funds and any Escrow Interest to HK Co by the Escrow Agents, repay the Company Escrow Loan to the Company (together with any accrued and unpaid interest on the Company Escrow Loan (which shall accrue in accordance with clause 2.5); and

 

Wits Basin shall procure that the Company shall, immediately on repayment of the Company Escrow Loan to the Company, repay the LM Escrow Loan to London Mining (together with any accrued and unpaid interest on the LM Escrow Loan (which shall accrue in accordance with clause 2.5).

Wits Basin shall procure that each of the Company and HK Co directs each Escrow Agent to release such part of the Escrowed Funds as they hold in escrow and any Escrow Interest on such Escrowed Funds directly to London Mining to satisfy the obligations of the parties under clause 2.7.

Wits Basin shall procure that HK Co does not submit a Payment Authorization Notice under either of the Escrow Agreements unless London Mining has confirmed that the condition precedents in clauses 2.1.5 and 2.1.7 have been satisfied.

In the event that there is a breach of either Escrow Agreement pursuant to Article 7(2) of each such agreement, Wits Basin shall, if so requested in writing by London Mining, procure that HK Co submits a Termination Notice and such other notices are required by the Escrow Agreements in accordance with Article 7(2).

Wits Basin shall procure that HK Co does not amend or agree to amend either of the Escrow Agreements without the prior written consent of London Mining.

No later than 7 Business Days after the Relevant Date, London Mining agrees to deposit an amount equal to US$10.2 million into a bank account with HSBC in Hong Kong in the name of London Mining.

Without prejudice to any other clause in this Agreement, the parties acknowledge that under the Escrow Agreements, the Funding of Escrow occured in two tranches as follows:

 

under the MXM Escrow Agreement:

 

(a)

US$7,284,594.54 was paid to the relevant Escrow Agent by London Mining on behalf of HK Co on 13 January 2009; and

 

(b)

US$11,655,351.26 was paid to the relevant Escrow Agent by London Mining on behalf of HK Co on 12 March 2009;

 

under the NSM Escrow Agreement:

 

(a)

US$2,913,837.82 was paid to the relevant Escrow Agent by London Mining on behalf of HK Co on 26 February 2009; and

 

(b)

US$2,913,837.82 was paid to the relevant Escrow Agent by London Mining on behalf of HK Co on 12 March 2009,

Completion shall take place contemporaneously with the release of the First Escrow Amount to the Sellers in accordance with the terms of the Escrow Agreements.

At Completion, Wits Basin shall procure that HKCo completes the acquisition of each Target Entity in accordance with the relevant Target Entities Equity Transfer Agreement as amended under clause 2.1.4 (save that this shall not require HKCo to pay, or London Mining to authorise the payment of, the Second Escrow Amount until all the conditions to the Target Entities Equity Transfer Agreement are satisfied) and the Company makes the Outstanding Consulting Payment to Lu Benzhao. The parties agree that London Mining shall pay the Outstanding Consulting Payment direct to Lu Benzhao (or such person as he directs and the Company agrees to) on behalf of the Company and that such payment shall form part of London Mining's subscription under clause 2.20.

Subject to clause 2.7, on satisfaction or waiver of all the Conditions to the Target Entity Equity Transfer Agreements (as determined to be satisfied by London Mining) Wits Basin shall procure that, in each case in accordance with the terms of the Escrow Agreement and Target Entities Equity Transfer Agreements (as applicable):

 

the Escrow Agents release the Acquisition Consideration (not already released under the First Escrow Amount) to the Sellers, including by procuring that HK Co submits the relevant Payment Authorization Notification to the Escrow Agents;

 

the Escrow Agents release any amount of the Escrow Amount (excluding accrued and unpaid interest) not paid to the Sellers under clause 2.16.1 to HK Co, including by procuring that HK Co submits the relevant Payment Authorization Notification to the Escrow Agents; and

 

the Escrow Agents release any Escrow Interest to London Mining, including by procuring that HK Co submits the relevant Payment Authorization Notification to the Escrow Agents. The parties agree that this payment shall satisfy any obligation of HK Co to repay an amount equal to the Escrow Interest to the Company as a repayment of interest under the Company Escrow Loan Agreement and of the Company to repay an amount equal to the Escrow Interest to London Mining as a repayment of interest under the LM Escrow Loan Agreement.

Simultaneously with the payment of the First Escrow Amount:-

 

(a)

the resignation and appointment of directors of the Company in accordance with clause 2.18.4;

 

(b)

the approval and execution of the Shareholders' Agreement by the Company; and

 

(c)

the allotment and issue of the A Shares in accordance with this Agreement;

 

(a)

the adoption by the Company of the Memorandum and Articles as its memorandum and articles of association; and

 

(b)

the allotment and issue of the A Shares in accordance with this Agreement;

Immediately following the general meeting referred to in clause 2.17.2:

Following Completion, the parties shall, so far as they are able to do so, use best endeavours to procure (and, for the avoidance of doubt, this does not impose an obligation on Wits Basin or London Mining to put additional funds into the Company) that the Company pays:

 

the Retained Consulting Payment to Lu Benzhao to the extent payable under the Amended Consulting Agreement;

 

the Outstanding Expenses, subject to receipt of appropriate invoices (in a form satisfactory to London Mining, in its absolute discretion) at such time as is agreed in writing by Wits Basin and London Mining;  and

 

the Green Deferred Payment in accordance with the terms of the Green Agreement.

Payment by London Mining of the LM Subscription Funds will be satisfied by the:

 

the capitalisation of the LM Escrow Loan (excluding any accrued interest) which shall immediately on such capitalisation be deemed satisfied in full;

 

the capitalisation of the LM Loan (excluding any accrued interest) which shall immediately on such capitalisation be deemed satisfied in full;

 

payment by London Mining of the Outstanding Consulting Payment under clause 2.15, the JV Expenses under clause 2.18.7 and the Green Completion Payment under clause 2.18.8; and

 

payment by London Mining of the Residual Amount to the Company.

As soon as practicable after the occurrence of the events specified in clause 17 the parties shall procure that the Company enters London Mining in the register of members of the Company as the holder of 100 A Shares and that there are delivered to London Mining share certificates in respect of such A Shares

From the date of this Agreement until Completion, Wits Basin undertakes to London Mining that it will take no action and shall procure that no member of the Wits Basin Shareholder Group or the Group (to the extent within its control) takes any action which is inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, failure to comply with the Conditions due to London Mining’s determination (in its absolute discretion) that any attempt to comply with any such Condition is not acceptable to or approved by London Mining shall not of itself constitute an action inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated by this Agreement, without any further evidence of Wits Basin's breach of this clause.

From the date of this Agreement until Completion or termination of this Agreement, Wits Basin shall not and shall procure that its directors, employees, agents, advisers and members of its Shareholder Group, the Company, HK Co or BVI Co together with their respective directors, employees, agents and advisers shall not initiate, solicit, entertain, negotiate, make, accept or discuss, any proposal or offer to acquire any interest in the Company, HK Co, any Target Entity or MZM or their respective businesses and/or assets or directly or indirectly discuss, negotiate or establish a joint venture with another party to acquire any direct or indirect interest in the Company, HK Co, any Target Entity or MZM otherwise than as contemplated by this Agreement.

Wits Basin warrants to London Mining as at the date of this Agreement that:-

 

other than in connection with its incorporation or filing of documents, neither HK Co nor the Company (in respect of the Warranties in this clause 3.1.1 deemed repeated immediately before Completion or before the Relevant Date in the case of the warranty in 3.1.1(h)) has entered into any agreement or contract save for the Target Entities Equity Transfer Agreements (as amended pursuant to this Agreement), the Escrow Agreements, the Amended Consulting Agreement, the Subsidiary Security, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement, the LM Loan Agreement or the Loan Agreement entered into between William Green and HK Co dated 22 June 2007 (the "Original Green Loan Agreement") (in the case of HK Co), nor carried on any trade or business or engaged in any activities whatsoever and that it has not made any payments nor received any income nor incurred any expenditure or liabilities (other than under the Subsidiary Security, the Escrow Agreements, the Amended Consulting Agreement, the Original Green Loan Agreement, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement and the LM Loan Agreement) and in particular but without limitation neither HK Co nor the Company: (in respect of the warranties repeated immediately before Completion):

 

(a)

has any indebtedness, mortgages, charges, debentures, guarantees or other commitments or voluntarily incurred liabilities (present or contingent) outstanding except in the case of HK Co, under the Target Entities Equity Transfer Agreements, the Escrow Agreements, the Amended Consulting Agreement, the Subsidiary Security, the Share Pledge, the Wits Basin Promissory Note, the Original Green Loan Agreement, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement and the LM Loan Agreement or);

 

(b)

has any employees or consultants;

 

(c)

or as far as Wits Basin is aware, the Target Entities, have entered into any service agreement with Lu Benzhao or any agreement pursuant to which fees are payable to Lu Benzhao other than under the Consulting Agreement and Target Entities Equity Transfer Agreements;

 

(d)

or as far as Wits Basin is aware, the Target Entities have entered into any arrangements with William Green regarding the operation of the Target Entities and MZM other than under the Operating Agreement;

 

(e)

has any executive officers other than:

 

(f)

is party to any contract whatsoever other than in the case of the Company and HK Co (as applicable), the Target Entities Equity Transfer Agreements, the Subsidiary Security, the Original Green Loan Agreement, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement and the LM Loan Agreement;

 

(g)

has given any power of attorney;

 

(h)

is, as far as Wits Basin is aware, party to any litigation or arbitration, nor so far as Wits Basin is aware, are there any proceedings pending or threatened by or against HK Co or the Company nor are there any facts or circumstances which might reasonably be expected to give rise to any proceedings being commenced by or against HK Co or the Company;

 

(i)

has granted or agreed to grant any options or other rights to subscribe for or call for the allotment of any shares or loan capital in HK Co, the Company or any other Subsidiary Company except as contemplated in this Agreement;

 

(j)

is the lessee of any property; or

 

(k)

is the owner of, or interested in any assets whatsoever including, without limitation, the share capital of any other body corporate except as contemplated in this Agreement; and

 

all of the issued shares in HK Co are owned by the Company and that the appropriate stamp duty has been paid on the transfer of all of the issued shares in HK Co from Wits Basin to the Company and all of the issued shares in the Company will be owned by Wits Basin immediately before Completion;

 

all of the issued shares in HK Co and in the Company (in respect of the warranties repeated immediately before Completion) except pursuant to the Security Agreement, the Subsidiary Security and the Share Pledge (when this warranty is given at the date of this agreement) and the Share Pledge as amended under clause 2.1.15 (when this warranty is deemed repeated immediately before Completion) are held free from all liens, charges and encumbrances or interests in favour of, or claims made by or which could be made by, any other person and are held with all rights now or hereafter attaching to them and such shares are fully paid and have been properly and validly allotted.

Wits Basin shall be deemed to warrant again to London Mining in the terms of the Warranties given under clause 3.1 in respect of HK Co and the Company immediately before Completion (except with respect to clause 3.1.1(h) which will be deemed to be repeated immediately before the Relevant Date) with reference to the facts and circumstances then subsisting (save that a reference to any fact, matter, event or circumstance existing, occurring or having occurred at or before the date of this Agreement shall also be construed as a reference to its existing, occurring or having occurred at or before Completion).  The Warranties as deemed to be repeated shall be qualified to the extent of any matters contemplated by the Conditions including entry into the various documents by HK Co or the Company.

Wits Basin warrants to London Mining as at the date of this Agreement, and shall be deemed to warrant to London Mining immediately before Completion (in respect of the Warranties given under clauses 3.3.1 and 3.3.3) or immediately before the Relevant Date (in respect of the Warranties given under clauses 3.3.2 and 3.3.4) that:

 

all material information received by Wits Basin prior to Completion relating to the Target Entities and MZM has been provided to London Mining;

 

Wits Basin is not aware of any material information that has not been disclosed to London Mining which might reasonably affect the willingness of London Mining to invest in the Company; and

 

the final versions of the Target Entities Equity Transfer Agreements, the MZM Equity Transfer Agreement, the Consulting Agreement, the Escrow Agreement and any other document disclosed in writing to London Mining and identified as an acquisition document (in each case as amended as contemplated by the Conditions) contain all of the material terms relating to the acquisition of the Target Entities and NSM; and

 

so far as Wits Basin is aware, there are no circumstances which entitle, or are reasonably likely to entitle, any member of the Wits Basin Shareholder Group, the Company, HK Co or BVI Co to make any claims under any of the representations, warranties, undertakings or indemnities given or made pursuant to the final versions of the Target Entities Equity Transfer Agreements, the MZM Equity Transfer Agreement and the Consulting Agreement.

Immediately before the Relevant Date Wits Basin shall also be deemed to warrant to London Mining that:

 

the factual information contained in the Business Plan is true and accurate in all material respects;

 

the forecasts and projections contained in the Business Plan have been prepared in good faith and after careful consideration; and

 

the assumptions set out in the Business Plan are reasonable and realistic and no material facts or assumptions have been omitted from the Business Plan which would render the information, forecasts, projections or the other expressions of opinion, intention and expectation contained in it misleading.

Wits Basin undertakes to London Mining that it shall not, and shall procure that each member of the Wits Basin Shareholder Group, the Company, HK Co or BVI Co shall not, do allow or procure any act or omission before Completion which would or might constitute a breach of any of the Warranties upon their being deemed to be given again under clause 3.2.

Wits Basin undertakes to London Mining to disclose to it in writing, immediately upon it becoming aware of the same, full details of any fact, matter, event or circumstance which:-

 

does or might constitute a breach of any of the Warranties given upon the execution of this Agreement; or

 

will or might constitute a breach of any of the Warranties when deemed given again immediately prior to Completion or the Relevant Date (as applicable).

If at any time prior to the Relevant Date it comes to the knowledge of London Mining (whether by way of notification pursuant to clause 3.6 or otherwise) that any of the Warranties was untrue, inaccurate or misleading in a material respect when made and/or that any of the Warranties has ceased to be true or accurate in a material respect or has become misleading in a material respect by reference to the facts and circumstances then subsisting, London Mining shall be entitled to terminate its obligations under this Agreement by giving notice to Wits Basin and the Company at any time prior to the Relevant Date.

to observe and perform its own obligations under this Agreement and give full effect to the provisions of this Agreement;

to disclose to the other party as soon as practicable after it becomes aware of the same, any information of a material nature relating to the business of the Target Entities or MZM of which it becomes aware.

Notwithstanding any other provision of this Agreement, the parties shall be entitled at all times to:

 

consult freely about the Group and its affairs with; and

 

disclose Conditional Information to,

Subject to clause 5.1, each party shall in all respects keep confidential and not at any time disclose or make known in any other way to anyone whomsoever or use for his own or any other person's benefit or to the detriment of the other party or any Group Company any Confidential Information, provided that:

 

such obligation shall not apply to information which becomes generally known (other than through a breach by any party of this clause);

 

any party shall be entitled at all times to disclose such information as may be required by law or by any competent judicial or regulatory authority or by any securities exchange on which it is linked or for tax or accounting purposes (provided that, so far as practicable, the disclosing party shall consult with the other parties prior to making such disclosure); and

 

nothing contained in this clause shall prevent any employee of any party from disclosing information in the proper performance of his duties as an employee.

the termination of either of the Target Entities Equity Transfer Agreements;

termination under clause 3.7; and

all of the Conditions not having been satisfied or validly waived on or before 14 April 2009 or such other later date as agreed in writing between the parties in accordance with clause 2.4.

 

Each of the parties shall pay all costs and expenses incurred by it in its own right in connection with the negotiation and conclusion of this Agreement.

This Agreement and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this Agreement.

This Agreement (together with any documents referred to herein or entered into pursuant to this Agreement) contains the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement and any such document.

This Agreement shall not be construed as creating any partnership or agency relationship between any of the parties.

No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of all the parties and expressed to be such a variation.

No failure or delay any party or time or indulgence given in exercising any remedy or right under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other remedy or right.

No waiver by any party of any requirement of this Agreement, or of any remedy or right under this Agreement, shall have effect unless given in writing and signed by such party.  No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach.

Any waiver, release or compromise or any other arrangement of any kind whatsoever which a party gives or enters into with any other party in connection with this Agreement shall not affect any right or remedy of that party as regards any other parties or the liabilities of any other such parties under or in relation to this Agreement.

No party shall be entitled to assign the benefit or burden of any provision of this Agreement (or any of the documents referred to herein) without the consent of the other party.

The provisions of this Agreement, insofar as the same shall not have been performed at Completion, shall remain in full force and effect notwithstanding Completion.

This Agreement may be executed as two or more counterparts and execution by each of the parties of any one of such counterparts will constitute due execution of this Agreement.

Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, do and execute and perform all such further deeds, documents, assurances, acts and things as may reasonably be required to give effect to this Agreement.

It is acknowledged and agreed that any breach of the terms of this Agreement could cause the parties irreparable injury for which damages may not be an adequate remedy.  In the event of a breach or threatened breach by any party of the terms of this Agreement, but without limitation to any other remedies available to it, the other parties shall be entitled to seek injunctive relief in any Court of competent jurisdiction restraining the party in breach from breaching the terms of this Agreement.

Any remedy or right conferred upon a party for breach of this Agreement shall be in addition, and without prejudice, to all other rights and remedies available to it.

No provision of this Agreement is intended to benefit or be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999, but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

The parties agree that with effect from the execution of this agreement the Revised Subscription Agreement dated 12 January 2009 is amended and restated by this Agreement.

The amendment and restatement of the Revised Subscription Agreement shall be without prejudice to rights or liabilities which have accrued, including in respect of any breach of warranty prior to the date on which the amendment and restatement takes effect, including rights or liabilities which have accrued under the Original Agreement, including in respect of any breach of warranty prior to the date on which the termination took effect.

Any notice, consent, request, demand, approval or other communication to be given or made under or in connection with this Agreement (each a "Notice" for the purposes of this clause) shall be in writing and signed by or on behalf of the person giving it.

Service of a Notice must be effected by one of the following methods:

 

by hand to the relevant address set out in clause 11.4 and shall be deemed served upon delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time; or

 

by prepaid first-class post to the relevant address set out in clause 11.4 and shall be deemed served at the start of the second Business Day after the date of posting; or

 

by prepaid international airmail to the relevant address set out in clause 11.4 and shall be deemed served at the start of the fourth Business Day after the date of posting; or

 

by facsimile transmission to the relevant facsimile number set out in clause 11.4 and shall be deemed served on despatch if despatched during a Business Day, or at the start of the next Business Day if despatched at any other time, provided that in each case a receipt indicating complete transmission of the Notice is obtained by the sender and that a copy of the Notice is also despatched to the recipient using a method described in clause 11.2.1 to clause 11.2.3 (inclusive) no later than the end of the next Business Day.

In clause 11.2 "during a Business Day" means any time between 9.30 a.m. and 5.30 p.m. on a Business Day based on the local time where the recipient of the Notice is located.  References to "the start of [a] Business Day" and "the end of [a] Business Day" shall be construed accordingly.

Notices shall be addressed as follows:

 

Notices for London Mining shall be marked for the attention of:

 

Notices for Wits Basin shall be marked for the attention of:

A party may change its address for service provided that it gives the other party not less than 28 days' prior notice in accordance with this clause 11.  Until the end of such notice period, service on either address shall remain effective.