SHAREHOLDERS' AGREEMENT

LONDON MINING PLC a company incorporated in England and Wales with registered number 5424040 whose registered office is at 39 Sloane Street, London SW1X 9LP ( "London Mining" );

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 8 ^th Street, Suite 900, Minneapolis, Minnesota 55402 ( "Wits Basin" ); and

CHINA GLOBAL MINING RESOURCES (BVI) LIMITED , a company incorporated in the British Virgin Islands with registered number 1513743 whose registered office is at 56 Administration Drive, P.O. Box 3190, Road Town, British Virgin Islands (the "Company" ).

Definitions

Throughout this Agreement, the following words and phrases have the meanings set out below:-

20% Shareholder

means any person who holds A Shares and/or B Shares which carry the right to exercise 20% or more of the votes ordinarily exercisable at a general meeting of the Shareholders.

50% Notice

has the meaning given to that expression in clause 4.2.3.

50% Shareholder

means any person who holds A Shares and/or B Shares which carry the right to exercise more than 50% of the votes ordinarily exercisable at a general meeting of the Shareholders.

Announcements

means the announcements to be made by the parties in the approved terms.

Annual Budget

has the meaning given to that expression in clause 5.2.5.

A Shares

means the fully paid A ordinary shares of $0.01 each in the capital of the Company.

Attorney

has the meaning given to that expression in clause 11.6 where used in clause 11, in clause 12.10 where used in clause 12 and in clause 13.14 where used in clause 13.

Available Profits

means the Company's accumulated, realised profits, so far as not previously utilised by distribution or capitalisation, less its accumulated, realised losses, so far as not previously written off as a reduction or reorganisation of capital duly made.

Board

means the board of Directors of the Company from time to time.

B Shares

means the fully paid B ordinary shares of $0.01 each in the capital of the Company.

Business

means the business to be carried on by the Company set out in clause 2.1.

Business Day

means any day other than a Saturday or Sunday, on which clearing banks are open for business in the City of London, the British Virgin Islands, the United States, Hong Kong and the People's Republic of China.

Business Plan

means the business plan of the Group, as may be amended or replaced from time to time in accordance with this Agreement, the first such business plan being the business plan in the approved terms.

Chairman

means the Chairman of the Board appointed in accordance with clause 4.24.

China Gold

China Gold, LLC, a limited liability company organised under the laws of the State of Kansas in the United States.

Competitor

a person engaged or interested in the mining of iron ore within 100kms of any of the land owned by any member of the Group at the date of this Agreement or of any other land owned by any member of the Group from time to time.

Confidential Information

means all information (whether oral or recorded in any medium) relating to any Group Company's business, financial or other affairs (including future plans of any Group Company) which is treated by a Group Company as confidential (or is marked or is by its nature confidential).

Consulting Agreement

the Consulting Agreement entered into by the Company and Lu Benzhao dated 11 August 2008 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.

Conversion Notice

has the meaning given to that expression in clause 13.16.

Deed of Adherence

means the deed of adherence to this Agreement in the form of Schedule 2.

Deferred Shares

means the deferred non-voting shares of $0.01 in the capital of the Company resulting from the conversion of the B Shares under clause 13 which shall carry the rights set out in the Memorandum and Articles.

Diminution Value

means the diminution in fair market value of each A Share and B Share held (or deemed to be held under clause 13.7.3) by London Mining and calculated in accordance with clauses 13.5 to 13.8.

Director

means any director for the time being of the Company or any Subsidiary Company including, where applicable, any alternate director.

Director Fee

has the meaning given to that expression in clause 4.2.5.

Exit

means a Sale or Quotation.

Extra Shares

has the meaning given to that expression in clause 9.10 where used in clause 9 and in clause 12.5 where used in clause 12.

Fee Adjustment Date

has the meaning given to that expression in clause 6.15.1.

Fee Repayment Amount

means the amount repaid by London Mining as determined by clauses 6.16.15 and 6.16.16.

Group

means the Company and any company which is a subsidiary undertaking of the Company from time to time (including the Target Entities and MZM (on completion of the acquisition of MZM pursuant to the MZM Equity Transfer Agreement) and any of their subsidiary undertakings) and references to "Group Company" and "member of the Group" shall be construed accordingly and references to "Subsidiary Company" shall mean a member of the Group other than the Company.

HK Co

means China Global Mining Resources Limited, a limited liability company incorporated pursuant to the laws of Hong Kong whose registered office is at 41 ^st Floor Bank of China Tower, 1 Garden Road Central, Hong Kong.

Independent Valuer

means a partner of at least 10 years' standing at a leading UK firm of accountants (acting as an expert and not an arbitrator) nominated and agreed to by the parties concerned or in the event that the parties concerned disagree on the nomination and no agreement is reached within 10 Business Days of the proposed nomination by one party, appointed by the President from time to time of Institute of Chartered Accountants in England and Wales on application by any of the parties concerned.

JORC Code

means the Australian Code for Reporting Mineral Resources and Reserves published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian institute of Geoscientist and the Minerals Council of Australia.

Licences

means up-to-date and valid licences, approvals, permits and certificates for each Target Entity and MZM issued by the appropriate body (and for the appropriate purpose) necessary for operation of the businesses (as set out in the Business Plan) of the Target Entities and MZM including, but not limited to:

(a) in the case of MXM:

(i)

an updated business licence;

(ii)

a safe production permit;

(iii)

an explosives permit;

(iv)

a permit for water and soil conservation plan;

(v)

a land use and/or occupation rights certificate; and

(vi)

the extended mining licence referred to the Target Entity Equity Transfer Agreement for MXM;

(b)

in the case of NSM:

(i)

the licences and permits set out in (a)(i) to (v) above.

(ii)

a land use right certificate;

(iii)

a premises ownership certificate;

(iv)

a construction and land use planning permit; and

(v)

a construction project planning permit; and

(c)

in the case of MZM:

(i)

an updated business licence;

(ii)

the licences and permits set out in (a)(ii) to (v), (b)(iv) and (v) above; and

(iii)  

a mining licence.

LM Fee Termination Date

has the meaning given to that expression in clause 6.11.

LM Management Fee

has the meaning given to that expression in clause 6.11.

LM Services Agreement

has the meaning given to that expression in clause 6.19.

Management Information

means the financial statements and management accounts for the Group made up to, and as at the end of, the relevant calendar month, in such form as may be specified by the Board from time to time but, in any event (or unless otherwise specified) incorporating:

(a)

an operational report from the Operator (or, if the Operator Agreement is terminated, any successor appointed by the Company or if no successor is appointed, the Company) identifying key issues relating to the Business including a description of any matters that have arisen which may affect the reputation of the Group and details of any iron ore or iron ore related products both mined, produced or sold;

(b)

a profit and loss account, balance sheet and cash flow statement (including details of all funds spent and all commitments made during the relevant period) for the Group on a monthly and year-to-date basis together with a breakdown identifying and explaining variances from the current Business Plan and the prior year figures; and

(c)

a commentary by the Operator (or, if the Operator Agreement is terminated, any successor appointed by the Company or if no successor is appointed, the Company) on the items listed in paragraph (b) above.

Matang Development Cost

means any cost or expense incurred or agreed to be incurred in connection with the development of MZM and its operations required in order for MZM to have an ongoing production rate as contemplated by the Business Plan as approved as at the date of this Agreement.

Memorandum and Articles

means the memorandum and articles of association of the Company, as amended from time to time.

MOFCOM

means the Ministry of Commerce for the People’s Republic of China.

Monitoring Agreement

means the agreement in the approved terms entered into by Wits Basin and London Mining on or around the date of this Agreement pursuant to which Wits Basin agrees to review and monitor the Operator's compliance with the terms of the Operator Agreement as amended, novated or substituted from time to time.

MXM

means Maanshan Xiaonanshan Mining Co. Ltd, a limited liability company incorporated in the People's Republic of China whose registered address is Putang Village, Huoli Town, Maanshan Municipality, Anhui Province, PRC.

MXM Equity Transfer Agreement

means the equity transfer agreement dated 11 August 2008 relating to the acquisition of all the shares in MXM, as amended by an agreement dated 29 October 2008 and as further amended, assigned, novated or substituted from time to time.

MZM

means Maanshan Zhao Yuan Mining Co. Ltd, a limited liability company incorporated in the People's Republic of China whose registered address is 6 South Hongqi Road, Maanshan Economic and Technology Development Zone, Maanshan Municipality, Anhui Province, PRC.

Operator

means Green Earth Mining Resources Limited, registration number 1518318 with registered address: c/o Chu & Chu/Comsec Ltd, 1801-5, 18/F, Tower 2, China Hong Kong City, 33 Canton Road, TST, Hong Kong, that is the company incorporated and owned by William Green, which is engaged by the Company or a member of the Group to manage and operate the Target Entities and MZM and any future operations of the Group as approved by the Qualifying Shareholders.

Operator Agreement

means the agreement in the approved terms dated on or around the date of this Agreement entered into by MXM, the Company, Wits Basin, London Mining and the Operator as amended, novated or substituted from time to time.

Oslo Axess

means a regulated marketplace at the Oslo Børs ASA (in English: "the Oslo Stock Exchange").

Other Shareholders

has the meaning given to that expression in clause 9.9 where used in clause 9 and in clause 11.1 where used in clause 11.

Outstanding Sudan Consideration

has the meaning given to that expression in clause 6.23.

Payment Date

has the meaning given to that expression in clause 6.14.

Percentage Threshold

has the meaning given to that expression in clause 4.2.1

Promissory Note

means the Promissory Note in the approved terms dated on or around the date of this Agreement for US$4,800,000 in principal issued by the Company in favour of Wits Basin in consideration for the acquisition of HK Co by the Company from Wits Basin.

Proportionate Allocation

has the meaning given to that expression in clause 9.10 where used in clause 9 and in clause 12.5 where used in clause 12.

Qualifying Shareholder

means any person who holds A Shares and/or B Shares which carry the right to exercise 40% or more of the votes ordinarily exercisable at a general meeting of the Shareholders.

Quotation

means the admission of the whole of any class of the issued share capital of the Company or any Subsidiary Company to the Official List of the Financial Services Authority, and to trading on the London Stock Exchange's market for listed securities, or to trading on the AIM market of the London Stock Exchange, or to trading on the Hong Kong Stock Exchange's market for listed securities or on any other recognised investment exchange, recognised overseas investment exchange, designated investment exchange or designated overseas investment exchange, in each case as defined in the Financial Services and Markets Act 2000 or any other securities exchange.

Reserved Matters

means the matters listed in Schedule 1 requiring Qualifying Shareholders' consent.

Repayment Amount

has the meaning given to that expression in clause 6.11.

Repayment Date

has the meaning given to that expression in clause 15.4.

Retained Consulting Payment

means such part of the US$2 million retained from the First Payment (as that term is defined under the Consulting Agreement) that is payable to Lu Benzhao in accordance with the Consulting Agreement.

RMB

means Renminbi, the lawful currency of the People's Republic of China.

Sale

means the sale of the whole of the issued equity share capital of the Company or all or substantially all of the assets of the Group to a single buyer or to one or more buyers as part of a single transaction.

Second Amended and Restated

Pledge Agreement

means the Second Amended and Restated Pledge Agreement dated 22 December 2008 granted by Wits Basin in favour of China Gold.

Shares

means the A Shares and the B Shares.

Shareholders

means any holder of any Share from time to time in accordance with the provisions of this Agreement.

Shareholder's Group

means, in relation to a Shareholder, that Shareholder and its subsidiary undertakings, any parent undertaking, whether direct or indirect, of such Shareholder and any other subsidiary undertaking of any such parent undertaking from time to time but excluding the Company and each Subsidiary and references to "member" or "members" of the "Shareholder's Group" shall be construed accordingly.

Subscription

means   the subscription by London Mining for A Shares on or around the date of this Agreement.

Subscription Agreement

means the subscription agreement dated 12 January 2009 entered into by Wits Basin and London Mining in relation to the establishment of the joint venture through which the Business will be operated as amended by the amendment agreement dated 17 March 2009, and as further amended, novated, restated  or substituted from time to time.

Subsidiaries

means the Group excluding the Company.

Target Entities

means each of NSM and MXM, together with their respective subsidiary undertakings.

Term

means the period of two years commencing on the date of this Agreement or such longer period as may be agreed in writing by the Qualifying Shareholders.

Third Party Funding

has the meaning given to that expression in clause 7.5.2.

Top Up Shares

shall have the meaning given to that expression in clause 9.11 where used in clause 9 and in clause 12.6 where used in clause 12.

Transfer Shares

has the meaning given to that expression in clause 13.1.

Trigger Event

has the meaning given to that expression in clause 13.2.

US$

means United States Dollars, the lawful currency of the United States.

WB Loan

means the loan in the amount of US$5,750,000 granted by London Mining to Wits Basin under the terms of the WB Loan Agreement.

WB Loan Agreement

means the loan agreement in the approved terms dated on or around the date of this Agreement pursuant to which London Mining grants Wits Basin the WB Loan.

Wits Basin Promissory Note

means the Second Amended and Restated Promissory Note in the aggregate principal amount of US$10,421,000 issued by Wits Basin to China Gold dated 22 December 2008 pursuant to the Convertible Notes Purchase Agreement dated 10 April 2007 between China Gold and Wits Basin as amended by the Amendment to the Convertible Notes Purchase Agreement dated 19 June 2007, by the Amendment No. 2 to the Convertible Notes Purchase Agreement dated 10 November 2008, the Amendment No. 3 to the Convertible Notes Purchase Agreement dated 22 December 2008 and as amended from time to time.

Interpretation

Unless the context otherwise requires, words and expressions defined in or having a meaning provided by the UK Companies Act 2006 shall have the same meaning in this Agreement.  The term "connected person" shall have the meaning attributed to it at the date of this Agreement by section 839 of the Income and Corporation Taxes Act 1988 and the words "connected with" shall be construed accordingly.

A reference to any statutory provision in this Agreement:-

includes any order, instrument, plan, regulation, permission and direction made or issued under such statutory provision or deriving validity from it;

shall be construed as a reference to such statutory provision as in force at the date of this Agreement (including, for the avoidance of doubt, any amendments made to such statutory provisions that are in force at the date of this Agreement);

shall also be construed as a reference to any statutory provision of which such statutory provision is a re-enactment or consolidation; and

shall also be construed as a reference to any later statutory provision which re-enacts or consolidates such statutory provision.

References to a clause are (unless otherwise stated) to a clause of this Agreement.

The headings used in this Agreement are for convenience only and shall not affect its meaning.

A document expressed to be "in the approved terms" means a document, the terms, conditions and form of which have been approved by the Shareholders and a copy of which has been identified as such and initialled by or on behalf of each of London Mining and Wits Basin.

A document expressed to be an Annexure means a document a copy of which has been identified as such and initialled by or on behalf of each of the Shareholders.

Words importing one gender shall (where appropriate) include any other gender and words importing the singular shall (where appropriate) include the plural and vice versa.

Any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than that of England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

Any time or date shall be construed as a reference to the time or date prevailing in England.

If any event or payment under this Agreement must occur on a stipulated day which is not a Business Day, then the stipulated day will be taken to be the next Business Day.

A reference in this Agreement to London Mining or Wits Basin (as the case may be) shall be deemed where the context permits to be or to include a reference to any permitted transferee under this Agreement (including in the case of Wits Basin, China Gold if it enforces its  security over the Shares held by Wits Basin).

A reference in this Agreement to the transfer of any Share shall mean the transfer of either or both of the legal and beneficial ownership in such Share and/or the grant of an option to acquire either or both of the legal and beneficial ownership in such Share and the following shall be deemed (but without limitation) to be a transfer of a Share:-

any direction (by way of renunciation or otherwise) by a Shareholder entitled to an allotment or issue of any Share that such Share be allotted or issued to some person other than himself;

any sale or other disposition of any legal or equitable interest in a Share (including any voting right attached thereto) and whether or not by the registered holder thereof and whether or not for consideration or otherwise and whether or not effected by an instrument in writing; and

any grant of a legal or equitable mortgage or charge over any Share.

In construing this Agreement, general words introduced by the word "other" shall not be given a restrictive meaning   by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

The Business shall be:-

the operation of the Target Entities and, following the completion of the acquisition of MZM pursuant to the MZM Equity Transfer Agreement (if applicable), MZM, whose main businesses are the mining, processing and sale of iron ore; and

to do such other things as may be ancillary to any of the above or agreed from time to time in accordance with this Agreement.

Unless otherwise agreed by the Qualifying Shareholders, the Company shall not carry on any business other than the Business.

to observe and perform its own obligations under this Agreement and give full effect to the provisions of this Agreement and (so far as it is able so to do by the exercise of voting rights in the Company and the power to appoint and remove directors of the Company and the Subsidiary Companies in accordance with this Agreement) to procure that the Company will and procure that each Subsidiary Company will at all times perform and observe all its obligations under this Agreement;

to procure that, in the case of a meeting of the Company, a duly authorised representative empowered to do all acts and make all decisions on its behalf in connection with such meeting, and in the case of a meeting of the Board, a Shareholder shall procure that a director nominated by it, or his alternate, shall at all reasonable times be available to attend relevant meetings of the Company or the Board or the board of each Subsidiary Company (as the case may be); and

to disclose to the Company and the other Shareholders as soon as practicable after it becomes aware of the same, any information of a material nature relating to the Business of which it becomes aware.

The number of Directors of the Company shall be not less than two and not more than five (or such higher number as shall be required to give effect to the provisions of this clause 4 or clause 6.5) unless otherwise agreed in writing by all of the Qualifying Shareholders.

Subject to the receipt of any required regulatory approvals:

subject also to clauses 4.2.3 and 6.5, each Shareholder shall be entitled, by serving written notice of appointment on the Company, to appoint from time to time one Director to the Board (and to any committee of the Board) for every 20% of the issued Shares held by it (each a " Percentage Threshold ") and to remove or substitute from time to time any Director so appointed by it by serving written notice of such removal or substitution on the Company and, by serving written notice of appointment, to appoint from time to time another Director in place of any Director so removed or who vacates office for any reason;

subject also to clauses 4.2.3, 4.2.4, 4.2.5, 4.2.6 and 4.10, each Qualifying Shareholder shall be entitled, by serving written notice of appointment on a Subsidiary Company, to appoint from time to time two Directors to the board of each Subsidiary Company (and to any committee of any such board) or such other number as the Qualifying Shareholders shall agree in writing and to remove or substitute from time to time any Director so appointed by it by serving written notice of such removal or substitution on the relevant Subsidiary Company and by serving written notice of appointment, to appoint from time to time another Director from time to time in place of any Director so removed or who vacates office for any reason;

subject also to clauses 4.2.4, 4.2.5, 4.3.3, 4.10, and 6.5, any 50% Shareholder shall be entitled by serving written notice of appointment or removal on the Company or relevant Subsidiary Company to appoint and remove from time to time such Directors to or from the Board and/or to or from the board of each Subsidiary Company (and to any committee of any such board) (" 50% Notice ") such that the 50% Shareholder has a majority of Directors appointed to the Board and/or the board of each Subsidiary (and to any committee of any such board) (" Majority Representation" ) and by serving written notice of appointment from time to time to remove any such appointed Director and replace him with any other Nominated Director.  This clause shall not entitle any 50% Shareholder to serve a notice of removal on the Company or any Subsidiary Company in respect of a Nominated Director (other than in respect of a Director nominated by the 50% Shareholder) unless the articles of association of the relevant company prevent the appointment by the 50% Shareholder of such additional Directors required to give it a Majority Representation on the relevant board;

subject also to clauses 4.10 and 6.5, for so long as the articles of association of any Target Entity limits the number of directors appointed to the board of such Target Entities to three, each Qualifying Shareholder shall be entitled, by serving written notice of appointment on such Target Entity, to appoint from time to time 1 Director to the board of such Target Entity (and to any committee of any such board) and to remove or substitute from time to time any Director so appointed by it by serving written notice of such removal or substitution on the relevant Subsidiary Company and by serving written notice of appointment, to appoint from time to time another Director from time to time in place of any Director so removed or who vacates office for any reason;

the Qualifying Shareholders agree that Lu Benzhao shall be appointed as a Non-Shareholder Director of the Target Entities. The Non-Shareholder Director shall be removed as a Director of the Target Entities in accordance with clause 4.5. The parties agree that for so long as the Non-Shareholder Director is appointed as a Director to the Target Entities, the Company and the Shareholders shall (so far as they are able) procure that:

the Non-Shareholder Director shall receive from the Target Entities a monthly fee as agreed by the Qualifying Shareholders in respect of his role as a director of both of XNS and Sudan (" Director Fee ") provided that, in the absence of agreement from London Mining, the Director Fee shall not be, in aggregate, in excess of US$0.5 million in 2009 and US$0.5 million in 2010. There shall be no Director Fee payable in any subsequent year unless agreed in writing by each of the Qualifying Shareholders;

the Director Fee shall be paid in US Dollars, however if regulatory requirements require that the Director Fee is paid in RMB, the Director shall be paid in RMB, using an exchange rate of US Dollars to RMB at the middle rate issued by the People's Bank of China on the date immediately prior to payment; and

the amount or timing of payment of the Director Fee cannot be varied without the consent of each Qualifying Shareholder; and

subject also to clauses 4.10 and 6.5, following the amendment to the articles of association of the relevant Target Entity pursuant to clause 4.3.2 and for so long as Lu Benzhao is a Non-Shareholder Director of the relevant Target Entity, London Mining, so long as it is a Qualifying Shareholder, shall be entitled, by serving written notice of appointment on the relevant Target Entity, to appoint two directors to the board of the relevant Target Entity (and to any committee of the board) (in addition to the appointment rights of London Mining under clauses 4.2.1 to 4.2.4 and 6.5) and Wits Basin shall be entitled, so long as it is a Qualifying Shareholder, by serving written notice of appointment on the relevant Target Entity, to appoint 1 Director to the board of the relevant Target Entity (and to any committee of the board) (in addition to the appointment rights of Wits Basin under clauses 4.2.1 to 4.2.4) and each of London Mining and Wits Basin shall be entitled from time to time to remove such further directors so appointed and replace them with any other Director.

The Company (or the Company will procure that the relevant Subsidiary Company (as appropriate)) shall as soon as reasonably practicable after the date of this agreement:

use its best endeavours to obtain any regulatory approvals required to:

appoint and remove Directors in accordance with clauses 4.2, 4.4 and 6.5; and

amend the memorandum and articles of association of any Subsidiary Company in accordance with clause 4.3.2 and clause 4.3.3;

amend the articles of association of the Target Entities such that they permit the appointment of 4 or more Directors to the board of each Target Entity; and

amend the articles of association of any Subsidiary Company (as applicable) such that they permit the appointment of a majority of Directors to the board of each Subsidiary Company in accordance with clause 6.5 or by a 50% Shareholder pursuant to clause 4.2.3 with effect from (or as soon as practicable following) a Shareholder becoming a 50% Shareholder.

Subject to clause 6.5, a Shareholder shall be obliged to remove from:

the Board (and any relevant committee of the Board) such number of Directors appointed by it each time its holding of Shares decreases to below a Percentage Threshold such that the number of remaining Directors appointed by such Shareholder is commensurate with its revised percentage shareholding in accordance with clause 4.2. Any Shareholder whose holding of Shares decreases, for any reason, to less than 20% of the Shares shall cease to be entitled to appoint a Director and shall be obliged to remove all of its existing Directors appointed by it from the Board;

the board of any Subsidiary Company (and any relevant committee of the board of a Subsidiary Company), any Director nominated by it under clause 4.2 if it ceases to be a Qualifying Shareholder; and

the Board or any board of any Subsidiary Company (and any relevant committee of such board), such Directors nominated by it under clause 4.2.3 to give effect to any 50% Notice if that Shareholder ceases to hold A Shares or B Shares which carry the right to exercise 50% of the votes ordinarily exercisable at a general meeting of Shareholders.

The Shareholders and the Company shall procure that the relevant shareholder of each Target Entity shall remove from the board of the Target Entity (and any associated committee) the Non-Shareholder Director on the earlier of the date that is 12 months following the date of this Agreement and as requested in writing by London Mining, or as otherwise agreed by the Qualifying Shareholders in writing.

A Shareholder removing any of its Nominated Directors from the Board or any Subsidiary Company, shall be responsible for, and shall indemnify the Company or the Subsidiary Company (as applicable) and the other Shareholders, against any claim by any Director so removed for wrongful or unfair dismissal or redundancy or any other claim for compensation arising out of such removal or loss of office.

Each Shareholder entitled to appoint a Director or Directors under clause 4.2 may at any time elect to appoint observers instead of appointing directors, provided that no Shareholder may elect to appoint an observer instead of appointing a Director if it would result in the Board having less than the number of Directors required pursuant to clause 4.1.

Other than in accordance with clauses 4.2 and 6.5, no Directors of the Company or any Subsidiary Company can be appointed or removed without the prior written consent of each Qualifying Shareholder.

No Shareholder may exercise its voting or other powers in relation to the Company to remove a Nominated Director unless requested to do so by the Qualifying Shareholder which appointed the Nominated Director.

In respect of any appointment or removal of directors to the Company or any Subsidiary Company to be made pursuant to clauses 4 or 6.5, each party agrees to do all things necessary to give effect to such appointment or removal.

Each Nominated Director shall be entitled to appoint by written notice any person to be his alternate, and each Director or any such alternate shall not be required to hold any share qualification, shall not be subject to retirement by rotation and, with respect to any such alternate, shall not be removed except by the Nominated Director who appointed him. Any Director who is also appointed as an alternate shall be entitled to vote at a meeting of the Board or the board of each Subsidiary Company on behalf of the Director so appointing him in addition to being entitled to vote in his own capacity as a Director and in such circumstances his two votes shall be counted as votes from two Directors for the purposes of clause 4.17.

Any Director appointed under clauses 4.2 or 6.5 shall be entitled to pass to the Shareholder appointing him and any member of such Shareholder's Group full details of any information which may come into his possession as a Director of the Company or any Subsidiary Company.

Unless otherwise agreed in writing by the Nominated Directors of the relevant board, 10 Business Days' prior notice shall be given of each meeting of the Board or the board of each Subsidiary Company (except in the case of an emergency or in order to comply with any timetable laid down by this Agreement).  Notice of a meeting of the Board or the board of each Subsidiary Company shall be deemed to be properly given to a Director if it is given to him personally or sent in writing to him by email or facsimile transmission to such address or number as the Director may have notified to the Company or Subsidiary Company (as applicable) for this purpose or, if no such address or number has been notified, by first class pre-paid post (or by first class pre-paid airmail if from one country to another country) at his last known address or any other address given by him to the Company or Subsidiary Company (as appropriate) for this purpose.  Such notice shall, unless the Board or the board of the relevant Subsidiary Company otherwise determines, include an agenda of the business to be considered at that meeting. A Director may waive notice of any board meeting either prospectively or retrospectively.

The Board shall meet or convene a Board meeting as often and in such places as the Board shall decide, provided that, unless otherwise agreed by the Board, a Board meeting shall be held at least once every quarter at such place as the Board may agree in each year provided that a Director shall be entitled to attend the meeting by telephone.  The board of each Subsidiary Company shall meet or convene a board meeting as often and in such places as the relevant board shall decide provided that a Director shall be entitled to attend the meeting by telephone.

The quorum for any meeting of the Board or of the board of any Subsidiary Company shall be two and shall consist of at least one Nominated Director (or his alternate) appointed by each Qualifying Shareholder entitled to do so under clauses 4.2 or 6.5 and a quorum of Directors must be present throughout all meetings of the Board or the board of any Subsidiary Company except that a Nominated Director (or his alternate) shall not be required to be present for the discussion of any business in respect of which such Nominated Director is not entitled to attend or vote pursuant to clause 4.20 and the quorum for such meeting shall be altered accordingly.

If within half an hour from the time appointed for a meeting of the Board or a board of a Subsidiary Company a quorum of Directors is not present, or during a meeting a quorum of Directors ceases to be present, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other time and place as the Directors present may decide and at the adjourned meeting, any two Directors shall constitute a quorum.

Subject to clause 4.11, each Director shall have one vote.  Subject to clause 4.18, a simple majority of votes cast by those Directors present and eligible to vote will be required to pass any resolution of the Board or the board of each Subsidiary Company.

Subject to clauses 6.5 and 7.5.4, the Board and the board of directors of any Subsidiary, shall not have the power to carry out any of the Reserved Matters without prior written consent of the Qualifying Shareholders in accordance with clause 6.2.

For so long as the Non-Shareholder Director is appointed to the board of a Target Entity, subject to clause 4.2.3 having effect and subject to clauses 6.5 and 7.5.4, each Shareholder covenants that it shall procure that its Nominated Directors (if any) shall exercise their voting rights at any board meeting of such Target Entity to procure that all decisions of the board have the prior written consent of each of the Qualifying Shareholders. The parties agree that breach of this clause by a Shareholder shall constitute a material breach of this Agreement by that Shareholder.

No Director (or his alternate) shall be entitled to vote on any resolution concerning a matter in which he has a direct interest or duty which is material and which conflicts with the interests of the Company or any Subsidiary Company, and for the purposes of this clause 4.20, the interests of the Shareholder which appointed a Nominated Director shall be deemed to be the interests of the Nominated Director (and his alternate) so appointed provided that this clause 4.20 shall not apply to any matter if all the Nominated Directors have a conflict in respect of such matter and provided further that, subject to clause 4.23, such Director (and his alternate) shall still be entitled to receive notice of and attend and speak in respect of the business at any meeting in respect of which a resolution is proposed on which, by virtue of this clause 4.20, such Director is not entitled to vote.  For the avoidance of doubt, Wits Basin’s obligation to monitor and review the Operator’s performance shall not constitute a conflict of interest of Wits Basin or any Wits Basin Nominated Director (other than William Green) in connection with any resolution concerning the Operator absent any additional evidence of such conflict. However, to the extent that there is a resolution on a matter concerning the Operator and any Wits Basin Nominated Director is connected with the particular matter by virtue of being employed by, engaged by or otherwise affiliated with the Operator, that would give rise to a conflict of interest for the purpose of this Agreement.

For the purposes of clause 4.20, an interest of the Nominated Director who appointed an alternate or the Shareholder which appointed the relevant Nominated Director shall be treated as an interest of the alternate, without prejudice to any interest which the alternate otherwise has (but not vice versa).

A Director (or an alternate) shall not be entitled to attend and speak at such part of the meeting of the Directors at which it is proposed to discuss or vote on any matter upon which he (or if an alternate, the Nominated Director who appointed him) is not entitled to vote by virtue of clause 4.20 if the disclosure to such Director or his nominating Shareholder or his alternate of the specific commercial terms being discussed or voted upon could compromise the Company's ability or Subsidiary Company's ability to secure the most favourable commercial deal or where the information or proposals to be discussed or voted upon at the meeting directly relate to a dispute between the Company or any Subsidiary Company and the Shareholder which appointed the Nominated Director or a member of the respective Shareholder's Group.

All of the Directors present at a meeting of the Board or the board of a Subsidiary Company shall together determine in good faith whether any Director is or is not eligible to vote in accordance with this clause 4 or is or is not eligible to attend in accordance with clause 4.22 and, unless the vote of the conflicted Director would not affect the decision of the Board or the board of a Subsidiary Company reached in accordance with clause 4.17, in the absence of agreement a dispute shall be deemed to have arisen and the provisions of clause 14 shall apply.

The Qualifying Shareholders agree that the first Chairman of the Board shall be Stephen D. King, who shall be appointed for a term of two years from the date of this Agreement subject to his being a Nominated Director throughout that term.  Thereafter, the Qualifying Shareholders shall co-operate to appoint one of the Nominated Directors to be Chairman of the Board who shall be appointed for such term as the Qualifying Shareholders shall agree from time to time.  If no such appointment is agreed on the expiry of the term of Stephen D. King, the Qualifying Shareholders shall procure that the Chairman of the Board shall be appointed for successive terms of two years (or such other terms as the Qualifying Shareholders shall from time to time agree) from among the Nominated Directors appointed by each of the Qualifying Shareholders in rotation, starting with London Mining.

The Company (or the Company will procure that the relevant Subsidiary Company as the case may be) shall pay the Shareholders monthly in arrears, all out-of-pocket expenses properly incurred by their respective Nominated Directors (or alternates) in connection with the performance of their duties as directors (together with VAT or any similar tax if applicable thereon).  Unless the Qualifying Shareholders otherwise all agree, none of the Nominated Directors shall be entitled to a fee for acting as a director, for attending to its business or for attending meetings of any board (or committee) meeting of the Company or any Subsidiary Company.

The Shareholders agree that the provisions of clause 4 relating to board meetings of Subsidiary Companies can be varied with the prior written consent of the Qualifying Shareholders and otherwise each of the Company and each Shareholder undertakes to procure, so far as legally possible, that the constitution of the boards of the Subsidiary Companies and the proceedings of meetings of the board (and committees) of any Subsidiary Company reflects clauses 4 and 6.5.

The Company agrees with the Shareholders that it will introduce and maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will keep the Board and the Shareholders informed of the progress of each Group Company's business and affairs and in particular will:-

procure that the Qualifying Shareholders are given such information and such access to the officers, employees and premises of the Group as such Qualifying Shareholder may reasonably require for the purposes of enabling it to monitor its investment in the Company and the development of the Group and to enable it to comply with rules of any exchange on which such Shareholder is listed; and

direct the Company's auditors from time to time to provide direct to the Qualifying Shareholders such information as such Qualifying Shareholder may reasonably request for the purposes of enabling them to monitor their investment in the Company and the development of the Group or to satisfy the requirements of Oslo Axess, or any other securities exchange on which the Qualifying Shareholder or any member of the Qualifying Shareholder's Group is listed or seeks a listing.

Without prejudice to the generality of clause 5.1, the Company agrees with the 20% Shareholders that it will prepare and send to them or as they may direct (all in such form and detail as is specified by them or as is approved by the Board):-

the Management Information for each monthly accounting period, as soon as reasonably practicable following, and in any event within three weeks of, the end of the relevant month;

the audited consolidated accounts of the Group (together with the notes to those accounts and the Directors' report and auditors' report on those accounts), as soon as reasonably practicable following, and in any event within three months of, the end of the financial year to which they relate;

minutes of each board meeting of any Group Company (and of each committee meeting of any such board), as soon as reasonably practicable following, and in any event within two weeks of, such meeting;

immediately on the Company or any Subsidiary Company becoming aware of them, written details of any circumstances which will or might:-

cause any actual or prospective material adverse change in the financial position, prospects, assets or business of any Group Company; or

materially adversely affect the Company's ability to perform its obligations under this Agreement or any Group Company's ability to perform its obligations under any material contract to which it is a party; and

no later than 30 Business Days before the start of each financial period of the Company, the budget and financial plans for the Group in respect of such financial period including the projected income, costs, capital expenditure and cash flows of the Group for each month of the relevant financial period and shall specify the key assumptions used and/or adopted in respect of such projections (the "Annual Budget" ) and thereafter the Directors and the Qualifying Shareholders shall meet to discuss the draft Annual Budget in good faith with a view to the Company adopting the Annual Budget for the relevant financial period prior to the start of that period, provided that the Board shall not adopt any Annual Budget which has not been approved in writing by each of the Qualifying Shareholders.  If and for so long as no Annual Budget has been approved and adopted in respect of any financial period, then for the duration of such period, the last Annual Budget adopted in accordance with this Agreement, or the Business Plan in respect of any year prior to the adoption of the first Annual Budget, shall apply in respect of that financial period.

If the Company shall be in breach of any of its obligations under clauses 5.1 or 5.2 then (without prejudice to any other rights which each Qualifying Shareholder may have in respect of such breach) any of the Qualifying Shareholders shall be entitled (at the cost of the Company) to appoint a firm of accountants to obtain, prepare and deliver to it any documents or information that the Company has failed to obtain, prepare or deliver.  For this purpose, the Company shall (and shall procure that each Subsidiary Company shall) promptly make available all its books and records to the relevant Qualifying Shareholder and/or such firm of accountants, each of whom shall be entitled without further authority to enter into and remain on any Group Company's premises for the purpose of, or in connection with, preparing such items.

Subject to this clause 6, the day to day management of the Group will be vested in the Operator pursuant to the Operator Agreement.  Wits Basin undertakes and covenants to the Company and the other Shareholders, in accordance with the terms of the Monitoring Agreement, to monitor and review the Operator's performance under the Operator Agreement on behalf of the Company and to notify the Company, London Mining and the other Shareholders if Wits Basin becomes aware that the Operator has committed, or has taken steps which are reasonably likely to give rise to a breach (excluding any non-material breach) of the Operator Agreement.

The Company agrees with the Shareholders to procure that each Subsidiary Company will comply with the obligations and restrictions contained in clause 6.2 and Schedule 1.

For the purposes of clause 6.2, a Qualifying Shareholder's consent may be validly given by a Nominated Director appointed by such Qualifying Shareholder if the Nominated Director:

gives his consent in writing to the Board or board of the relevant Subsidiary Company; or

signs a written resolution of the Board or board of the relevant Subsidiary Company or signs the minutes of the meeting of the Board or board of the relevant Subsidiary Company approving the relevant transaction or matter.

Subject to clause 6.6, if in the reasonable opinion of the Company or London Mining, the Group is not at any time achieving the Business Plan or any member of the Group is breaching or is likely to breach the terms of any Third Party Funding (as defined in clause 7.5.2), the Company shall procure that the Operator shall take all necessary steps promptly to remedy such matter (if capable of remedy by the Operator) and if not remedied within 30 Business Days (the "Operator Remedy Period" ) of notice from the Company to the reasonable satisfaction of London Mining then, Wits Basin shall use its best endeavours to remedy such matter (if capable of remedy) within a further 30 Business Day period (the "Wits Basin Remedy Period" ).  If Wits Basin shall fail to remedy the matter to the reasonable satisfaction of London Mining, London Mining shall be entitled, at its sole discretion, to take such reasonable action to remedy the matter and Wits Basin shall, for the purpose of giving effect to this sentence, be deemed irrevocably to have given all consents necessary in accordance with clauses 4.19 and 6.2 to any matters proposed by London Mining to the extent necessary to remedy the matter. Further, if Wits Basin shall fail to remedy the matter to the reasonable satisfaction of London Mining, London Mining shall be entitled to appoint a majority of the Directors to the Board and to the board of each Subsidiary Company from the time it provides written notice of its intent to remedy the matter until the matter is resolved to the reasonable satisfaction of London Mining.  Notwithstanding the foregoing, if London Mining is reasonably required to take action to remedy a matter three or more times (whether arising from the same or different circumstances, provided that multiple actions to remedy a single matter shall constitute one remedy), it shall be entitled, in its sole discretion to appoint a majority of the Directors to the Board and to the board of each Subsidiary Company until such time as London Mining ceases to be a 20% Shareholder. While London Mining has appointed a majority of the Directors to the Board under the provisions of this clause 6.5, clauses 4.2.3 and 4.19 shall not apply.  If London Mining ceases to be a 20% Shareholder, the other provisions of this Agreement suspended by this clause 6.5 will continue to apply in accordance with their terms.

If in the reasonable opinion of London Mining, the length of the Operator Remedy Period and Wits Basin Remedy Period is likely to cause irreparable harm to the Business, London Mining shall reduce the Operator Remedy Period and Wits Basin Remedy Period to a length it considers, acting reasonably, to be appropriate.

In the event Wits Basin or London Mining is required to take action pursuant to clause 6.5, the expenses incurred on behalf of the Company or any other member of the Group in connection with their duties shall be paid by the Company (or in the event Wits Basin or London Mining incurs such expenses, it shall be reimbursed by the Company) as soon as practicable after presentation of such valid invoices and other documentation as are reasonably required by the Company; provided that:

to the extent reasonably permitted, Wits Basin or London Mining (as applicable) shall promptly notify the Company and the other shareholders of any material expenses anticipated in connection with the performance of such actions; and

any expenses of in aggregate US$100,000 or more must have the prior written approval of the Company before being incurred by London Mining or Wits Basin on behalf of a member of the Company's Group.

For the avoidance of doubt, any costs associated with time spent by management of either Wits Basin or London Mining in connection with any action taken pursuant to clause 6.5 shall not constitute an expense that is covered by the reimbursement mechanism in clause 6.7.

Wits Basin shall meet all its obligations under the Consulting Agreement, including in respect of the provisions dealing with the issue of shares in Wits Basin to Lu Benzhao.

The Company shall, and the Shareholders shall procure, so far as they are able, that the Company shall:

meet its obligations under the Promissory Note;

make the Retained Consulting Payment (or such part as is payable) to Lu Benzhao to the extent payable under the Consulting Agreement, and

not use the US$2 million subscribed by London Mining for the purpose of paying the Retained Consulting Payment for any reason other than paying the Retained Consulting Payment provided that if the Retained Consulting Payment (or any part of it) is not payable to Lu Benzhao under the terms of the Consulting Agreement ( "Retained Sum" ), the Retained Sum shall be applied to the operations of the Business as working capital or as otherwise agreed in writing by the parties,

Until such time (the "LM Fee Termination Date" ) as the holders of A Shares have received in aggregate, a net amount after withholding and business tax of US$44.5 million by distributions from the Company (whether by dividends, distributions, return of capital or other means (and including any amounts received by dividend, distribution, return of capital or other means by holders of A Shares in respect of any B Shares acquired from time to time)), but excluding by way of any LM Management Fee and any reimbursement of out-of-pocket expenses) (such aggregated amount received being referred to as the (" Repayment Amount "), the Company shall procure the payment by MXM (or such other member of the Group as the Qualifying Shareholders shall agree) of a fee (the " LM Management Fee ") to London Mining (or such other member of its Shareholder's Group as London Mining shall nominate) in accordance with clauses 6.12 to 6.22 in consideration for the provision of consulting and management services (" Services ") by London Mining (or such other member of its Shareholder's Group as London Mining may determine) to the Target Entities and such other members of the Group as the Qualifying Shareholders shall agree.

Subject to clause 6.13, until the LM Fee Termination Date, the LM Management Fee shall be due and payable, in cash and in arrears, in the following amounts:

a net amount after withholding tax or business tax of US$5,500,000 on the date that is twelve months following the date of this Agreement; and

a net amount after withholding tax or business tax of US$4,500,000 on each subsequent anniversary of the date of this Agreement.

The LM Management Fee shall be paid in US Dollars, however if regulatory requirements require that the LM Management Fee is paid in RMB, the LM Management Fee shall be paid in RMB, using an exchange rate of US Dollars to RMB at the middle rate issued by the People's Bank of China on the Business Day before the relevant payment date (as set out in clause 6.12).

The LM Management Fee shall accrue on a daily basis from the date of this Agreement, shall be paid to London Mining every 6 months, commencing on the date that is 6 calendar months after the date of this Agreement (each such date being a " Payment Date "). On the date London Mining receives the Repayment Amount (if such date is not a Payment Date), the LM Management Fee for the relevant 6 month period shall be pro-rated up to and including the date of payment and paid to London Mining within 5 days of receiving the Repayment Amount.  For the avoidance of doubt if London Mining receives the Repayment Amount on a Payment Date, it shall receive the LM Management Fee payable on that Payment Date.

If:

London Mining receives the Repayment Amount within 3 years of the date of the Shareholders' Agreement (" Fee Adjustment Date "); and

at the Fee Adjustment Date there is a material change in the relative net present value of the A Shares owned by London Mining (by reference to the number of A Shares held by London Mining at the date of London Mining's Subscription) (" LM NPV ") when compared to the net present value of the B Shares owned by Wits  Basin (by reference to the number of B Shares held by Wits Basin at the date of London Mining's Subscription) (" WB NPV" ), in each case calculated on the basis set out in clause 6.16 (such new NPVs being " Adjusted NPVs "), such that the LM NPV has increased so that it is greater than the WB NPV as set out in the approved Business Model as at the date of this Agreement (such excess being the " LM Excess "),

For the purposes of clause 6.15:

the Adjusted NPVs shall be calculated using the following formula: