Principles for Disengagement

1 Development of our Disengagement Plan

1.1 Approval: We will develop our Disengagement Plan for our Alliance Leadership Team’s
approval within six months of the Commencement Date.

1.2 Important matters: Our Disengagement Plan will include:

1.2.1 a transition plan demonstrating the manner in which the control and management of
the Mine will transition to HBM, or its nominee;

1.2.2 a production plan demonstrating the manner in which the then current production
schedule will be achieved;

1.2.3 a demobilisation plan demonstrating the manner in which GyM - STRACON

employees, plant and equipment will be removed from the Mine and production
mining, in a structured and orderly fashion.

1.2.4 a management and reporting structure incorporating the appointment, role and
authority of the Disengagement Manager, as briefly outlined at clause 3 of this 0;

1.2.5 the licensing of GyM - STRACON’s Existing Intellectual Property Rights and any
Improvements of the same and assisting HBM to obtain licences of any necessary
Third Party Intellectual Property (in particular software) required for the effective use
of the same, all as detailed at clause Error! Reference source not found. of this
Agreement;

1.2.6 the exercise by HBM and GyM STRACON of their rights under the Mining Equipment
agreement(s),, incorporating details of the transfer/sale of Mining Equipment provided
to the Alliance by GyM STRACON to HBM. It is agreed by the Parties that upon
completion of the Alliance, all Mining Equipment that is owned/leased by GyM
STRACON will transfer to HBM via an outright purchase of the applicable Mining
Equipment, at book value, or via HBM, or its nominee, assuming responsibility for the
lease and/or rental agreements associated with said Mining Equipment; Commented [d1]: We will purchase and own from the start

1.2.7 the exercise by HBM of its rights under the Mining Equipment Agreement with GyM -
STRACON;

1.2.8 a detailed schedule of activities of the last 60 days of the Disengagement Period;

1.2.9 creating a clear delineation between the roles of:

(a) our Alliance Manager, who will continue to be responsible for the ongoing day to
day operation of the Mine; and

(b) our Disengagement Manager who will be responsible for transitioning the overall
control and management of the Mine to HBM or its nominee; and

1.2.10 any other matters which our Alliance Leadership Team or HBM directs to be included
in the Disengagement Plan,

in a manner which is consistent with our Alliance Principles.

1.3 Period of Disengagement: Our Disengagement Plan will commence on that day which
immediately follows the Termination Date and end on the Completion Date (Disengagement
Period).
2 Operation During Disengagement Period

2.1 Performance and Access: During our Disengagement Period we will continue to perform the
work under this Agreement and will be entitled to use all Mine Infrastructure, Temporary
Works, Mining Equipment and materials provided by our Alliance to perform our Alliance
Activities in accordance with our Agreement and our Disengagement Plan.

2.2 Final 60 Days: Within the final 60 days of our Disengagement Period, GyM - STRACON will:

2.2.1 comply with any directions by HBM to:

(a) remove from the Mine any Temporary Works, equipment not transferring to
Owner, and other property provided by GyM - STRACON;

(b) deliver to HBM any:

(i) HBM Documentation and Records,

(ii) HBM’s Existing Intellectual Property Rights and Improvements;

held by GyM - STRACON;

(c) protect and return all property in our possession or control in which HBM has, or
may acquire, an interest during the term or upon termination of our Alliance;
and

(d) provide HBM with ownership and possession of all items which have formed, or
will form, part of any payment by HBM.

2.2.2 subject to clause 2.2.4 below, remove any Temporary Works, Mining Equipment and
other property provided by GyM - STRACON;

2.2.3 execute and deliver to HBM a licence in respect of GyM - STRACON’s Existing
Intellectual Property Rights and any Improvement of the same and assist HBM to
obtain licences of any necessary Third Party Intellectual Property (in particular
software) required for the effective use of the same, all as detailed at clause Error!
Reference source not found. of this Agreement;

2.2.4 comply with its obligations under the Mining Equipment Agreement, if required to do
so by HBM;

2.2.5 assign, transfer or novate to HBM, or its nominee, without payment, the benefit of any
agreements or any interests in any arrangements entered into by GyM - STRACON
for the performance of any part of our Alliance Activities and our Alliance; and

2.2.6 execute any documentation, including appropriate confidentiality requirements,

licences and releases, requested by HBM, and/or agreed to by our Alliance
Leadership Team, to deal with, resolve and/or close out any acts, events,
circumstances or issues arising out of or in connection with the termination of our
Agreement.

3 Disengagement Manager

3.1 Appointment: HBM will appoint our Disengagement Manager for the duration of our
Disengagement Period. HBM may also appoint a person to act as our Disengagement
Manager on an interim basis during any period in which our Disengagement Manager is
unavailable.

3.2 Alliance Management Team Member:

 3.2.1 Our Disengagement Manager will attend our Alliance Management Team meetings
as required and is a member of our Alliance Management Team.

3.2.2 Notwithstanding our Disengagement Manager’s membership of our Alliance

management team he will not be responsible to our Alliance Manager.

3.3 Reporting:

3.3.1 Our Disengagement Manager will report to our Alliance Leadership Team and attend
our Alliance Leadership Team meetings as required by our Alliance Leadership Team
but is not a member of our Alliance Leadership Team.

3.3.2 Our Disengagement Manager must keep HBM and our Alliance Leadership Team
fully informed of the activities of our Alliance Management Team insofar as it is under
his control for the proposes of executing the Disengagement Plan.

3.4 Duties of our Disengagement Manager:

3.4.1 Our Disengagement Manager’s primary duty will be to implement our Disengagement
Plan in a manner that minimises the impact which the execution of our
Disengagement Plan has on the ongoing operation of the Mine.

3.4.2 Our Disengagement Manager will be accountable to HBM and our Alliance
Leadership Team and will carry out his duties as set out in this clause 3.4 and
otherwise as directed by HBM, with the assistance and support of our Alliance
Management Team.

3.4.3 Our Disengagement Manager must act within the prescribed financial and other limits
as established or approved by our HBM. Actions or decisions outside those
delegated limits must be referred to HBM for a decision.

3.4.4 Our Disengagement Manager will be responsible for:

(a) ensuring that our Alliance Activities are completed in accordance with our
Disengagement Plan;

(b) insofar as it is necessary for the implementation and execution of our

Disengagement Plan:

(a) the day-to-day management and supervision of our Alliance

Management Team; and

(b) providing leadership to our Alliance Management Team and our Mine
Team;

(c) implementing the directions and decisions of HBM and our Alliance
Leadership Team, concerning the implementation and execution of our
Disengagement Plan;

(d) doing all things which are required or desirable for giving effect to the
provisions of our Disengagement Plan.

4 Disengagement Management

4.1 Operational Management: During the Disengagement Period:

4.1.1 we confirm, for the avoidance of doubt, that:

 (a) our Alliance Manager will continue to be responsible for the ongoing day to day
operation of the Mine; and

(b) our Disengagement Manager who will be responsible for transitioning the overall
control and management of the Mine to HBM or its nominee in accordance
with the Disengagement Plan,

4.1.2 our Disengagement Manager and our Alliance Manager will closely liaise with each
other concerning:

(a) the implementation of our Disengagement Plan; and

(b) the ongoing day to day operation of the Mine during the Disengagement
Period,

4.1.3 the duties of our Alliance Management Team shall extent to the implementation and
execution of the Disengagement Plan at the direction of our Disengagement
Manager;

4.1.4 we will assist our Alliance Management Team to implement its decisions and
directions concerning the implementation and execution of the Disengagement Plan
through the Mine Team.

4.1.5 we agree that clause Error! Reference source not found. of this Agreement will
continue to apply with the following amendments:

(a) our Disengagement Manager will call and chair all meetings of our Alliance
Management Team;

(b) our Alliance Manager may require our Disengagement Manager to call
meetings of our Alliance Management Team as he sees fit;

(c) our Disengagement Manager will consult with the members of our Alliance
Management Team but there is no requirement that the decisions and
directions of our Disengagement Manager concerning the implementation
and execution of our Disengagement Plan must have the full support of all
members of our Alliance Management Team. We agree our Disengagement
Manager shall only be entitled to make decisions concerning the
implementation and execution of our Disengagement Plan;

(d) our Alliance Manager shall not be entitled to make decisions concerning the
implementation and execution of our Disengagement Plan but will otherwise
have full authority under clause Error! Reference source not found. of this
Agreement; and

(e) in the event of a dispute between our Disengagement Manager and our
Alliance Manager the matter shall be immediately referred to HBM for
determination as it sees fit. HBM will consult with our Alliance Leadership
team before making any determination.

4.2 GyM STRACON’s Obligations: From the time of appointment of our Disengagement
Manager until the expiration of our Disengagement Period, GyM - STRACON will:

4.2.1 comply with its obligations under our Disengagement Plan;

4.2.2 not do anything, nor omit to do anything, that will or may have the effect of interfering
with our Disengagement Manager’s performance of his powers and functions;
 4.2.3 ensure that GyM - STRACON’s representatives to our Alliance Leadership Team do
not do anything, nor omit to do anything, that will or may have the effect of interfering
with our execution of our Disengagement Plan;

4.2.4 ensure that its representatives to our Alliance Management Team:

(a) follow the directions of our Disengagement Manger; and

(b) not do anything, nor omit to do anything, that will or may have the effect of
interfering with our Disengagement Manager’s performance of his powers
and functions.

5 Payment

5.1 The cost actually and necessarily incurred by our Disengagement Manager in respect of the
implementation and execution of our Disengagement Plan in the manner contemplated by this
Agreement will be a Reimbursable Cost.

5.2 HBM will pay GyM - STRACON for the Disengagement Period, calculated in accordance with
the Terms of Compensation.