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AMENDMENT AGREEMENT                                           


ANGLOGOLD ASHANTI LTD, a publicly listed company incorporated under

laws of the Republic of South Africa ("AngloGold");

ANGLOGOLD ASHANTI (GHANA) LIMITED (formerly Ashanti Goldfields

Company Limited ), a limited liability company incorporated under the laws of the Republic of Ghana ("Ashanti”);

GOLDEN SHAMROCK MINES LIMITED, a limited liability company established under the laws of the United Kingdom ("CMC");

(collectively referred to as the "Majority shareholders")


The Guinean party, represented by:

- Mr. Ahmed Tidiane SOUARE being the Minister of Mines and Geology

- Mr. Madikaba Camara being the Minister of Finance and Economy

(referred to collectively as the "Parties").



Whereas, Ashanti has since 1996 held indirectly a

Ashanti Goldfields de Guinée, a limited liability company................ 'the

Jaws pf Guinea, (the "SAG") through its subsidiaries..........................

2004 AngioGold acquired the entire share capital of Ashanti, pursuant to a scheme of arrangement and therefore became an indirect majority shareholder in the SAG. AngioGold currently holds the shares of Ashanti through an intermediary holding company, AngioGold Holdings pic.

Whereas, the Republic of Guinea holds, at the date hereof, a minority interest (15%) in the SAG.

Whereas substantial investments have been made by the Majority Shareholders, Ashanti since 1996 and since April 2004 AngioGold, to carry out various expansions and more recently to build a carbon- in-leach plant at Siguiri mine.

Whereas, the Guinean State both in its capacity as regulator and shareholder of the SAG and Majority shareholders have had some different views and interpretation in connection with transactions occurred with the SAG: on its day to day management, its shareholding, as well as the consequence of such transactions, inter alia, tax and legal wise.

Whereas, the Guinean State and Majority Shareholders are willing to improve the spirit of cooperation currently existing between them.

Whereas, the object of this agreement (the "Agreement") is to settle definitely the current dispute and to avoid any potential dispute between the State (in its capacity as regulator and shareholder) and the Majority Shareholders.


1 - AngioGold undertakes to inform the Ministry for the Mines and Geology of the Republic of Guinea of any change of shareholder within the authorized capital of the SAG.

As tire convention sets forth, such notification is for information purposes. It will from now on be delivered by way of registered letter with acknowledgement of receipt of delivery.

2 - Improvement of State revenues

A) Ashanti waives any head office management fees charged as of this date to the SAG, thus assisting and improving the SAG's profitability and cash flow.

B) Is is acknowledged that the Majority shareholders of the SAG have (directly or through one or more companies within the AngioGold Group) advanced by

way of a shareholder's loan account various

expansion projects and the Requirements. In

recognition pf these investments,

 have advanced such monies by way'of shareholder's loan accounts will

receive interest at US Libor plus 2% per annum, instead of the rate of 8% per

annum currently paid in consideration of the shareholder's loan accounts, on

all monies owing from the SAG until full repayment is made.

These important decisions of management shall allow die Guinean State an

improved financial participation in the profits of the SAG allowing it to thus

anticipate improved distributions.

3 - The Parties commit to take all reasonable steps required to improve the

profitability of the SAG.

4 - AngloGold undertakes to implement a human resource plan which by constant training activity should increase accessibility of Guinean employees to senior positions within the mine upon completion of their training programmes and having acquired the appropriate skills.

A based in Conakry will be created, which will assume the responsibility for the communication between the Majority shareholders and the Guinean authorities.

5 - In order to better take part in the local development, the SAG with the agreement of its shareholders will implement a three year plan (2006-2009) of creation of 5 drinking water drillings each year, or any other social facilities (maternity homes, creches, schools...) within the limit of a budget corresponding to the 5 water drillings

. These works will be carried out in cooperation with the Elected authorities and the Prefecture of Siguiri.

6 - The signature of this Agreement recognises the creation of a new stage of co-operation between the State and the Majority shareholders. The State hereby irrevocably confirms its waiver and abandonment of all claims and disputes of any nature whatsoever, against the Majority shareholders or any company within the AngloGold Group as well as against the SAG represented by the AngloGold Group.

7 --- This Agreement forms an integral part of the Convention de Base concluded between the Republic of Guinea, GSM and CMC dated November 11,1993, with its rights and obligations.

8 - In consideration of the Guinean State agreeing to the above, AngloGold

undertakes to pay the Guinean State upon written instructions the sum of Seven million US Dollars (US$7,000,000) within 8 (eight) working days once all parties signing this Agreement.

The payment of all costs ....................

resolution of the dispute and of its follow up en charge by AngloGold and directly effected to the beneficiary,

9 - This Agreement is governed by and shall be construed in accordance with the laws of the Republic of Guinea. The Minister of Mines and Geology/ the Minister of Finance and Economy and die Majority shareholders declare that they have all necessary power and authority to execute and deliver this Agreement which constitutes a legal/ valid and binding obligation of the Parties.

(2 original versions in English and in French)

Mr. Ahmed Tidiane SOUARE

Minister of Mines and Geology of the Republic of Guinea

Mr. Madikaka CAMARA

Minister of Finance and Economy of the Republic of Guinea


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