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Tuesday, 07/22/2003 12:49:49 PM

Tuesday, July 22, 2003 12:49:49 PM

Post# of 14330
SouthGold Agreement:

http://www.secinfo.com/dqd6r.2t.c.htm

SouthGold shareholders:
1.2.3.31 "Southgold Shareholders" means Arequipa, Exploration Targets, John Cruise, Pangea, Rietbult Exploration and Sovereign Portfolios and each of their successors-in-title;

1.2.3.32 "Southgold Shareholders' Proportions" means:
1.2.3.32.1 Arequipa, 19,1%;
1.2.3.32.2 Exploration Targets, 19,1%;
1.2.3.32.3 John Cruise, 10,6%;
1.2.3.32.4 Pangea, 39,4%;
1.2.3.32.5 Rietbult Exploration, 7,6%; and
1.2.3.32.6 Sovereign Portfolios, 4,2%;

15. SALE RESTRICTIONS ON THE SOUTHGOLD SHAREHOLDERS

15.1 The Southgold Shareholders shall inform GBG in writing should they wish to dispose of the whole or part of the 10 000 000 GBG common shares obtained by the Southgold Shareholders in terms of 5.3.2 and the price at which it they are willing to dispose of the shares.

15.2 GBG shall use all reasonable commercial efforts to find a buyer for the shares the Southgold Shareholders have indicated they wish to sell in terms of 15.1 (up to a maximum of 6 000 000 of such shares) at a minimum price of $1,00 each on terms and conditions acceptable to the Southgold Shareholders.

15.3 GBG will have the right to require the Southgold Shareholders to sell up to 50% of the GBG shares the Southgold Shareholders have indicated they wish to sell in terms of 15.1 at the highest market price obtainable, but provided the price shall not be less than $1,00 per share.

15.4 The Southgold Shareholders shall pay any brokerage fees payable in respect of the sale of their shares in terms of 15.2 or 15.3. Any other transaction costs relating to such sales will be borne by GBG.

15.5 Should GBG fail to place the shares referred to in 15.2 within 30 days of notification by the Southgold Shareholders in terms of 15.1 and provided that any regulatory hold or selling restriction period in respect of the shares has expired, the Southgold Shareholders shall be entitled to sell the shares without restriction, except those arising from laws of general application.

15.6 Once the Southgold Shareholders have once complied with the procedure outlined in 15.1 and 15.3 in respect the disposal of all or part of the GBG common shares acquired by the Southgold Shareholders in terms of 5.3.2, there shall be no further restrictions in favour of GBG on the Southgold Shareholders' right to deal with any of the GBG common shares acquired by the Southgold Shareholders in terms of this agreement.
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Hecla Agreement
http://www.secinfo.com/dqd6r.2t.b.htm





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