BOTSWANA EXECUTION POST 1984

BOTSWANA EXECUTION POST 1984

The following companies were registered to affect the above ‘Execution’ and JVA with Falconbridge and Phelps Dodge as managers until the mutual interest were restructured post 2005. The Glazer Will Trust ( Pretoria , South Africa )was finalized December 2005 , and the Trustees denied any mineral right ownership in the L&D.;

1. Shashe Mines (Pty) Ltd Co. No 87/33 (Botswana)

22 January 1987 Certificate of Incorporation. On 17 June 1992 Sam Glazer (jnr.) advised the Agreement dated 23 September 1987 with Shashe was amended 19 January 1989 to include Bullion (Pty) Ltd as the new domicile for the referenced agreement.

Shashe Holdings (Pty) Ltd was incorporated 11 August 1992

(For complete Interlocking interests please see summary).

Mining & Development (Botswana) (Pty) LTD incorporated 27 October 1981 changed its name to Monarch Goldfields Botswana (Pty) Ltd 10 Jan 1995, Company No.3565 with Mining Lease 89/2

Francis Prospecting (Pty) Ltd: Co. No. 94/1009

Bullion (Pty) Ltd & Bullion Holdings (Pty) Ltd

(Bullion acquired 85% interest in Shashe. See 17 Feb 1992 Shashe summary and Northern Ranching Company (Pty) Ltd)

2. Gold Fields Botswana (Pty) Ltd

(Subscriber Hermanus Christoffel Du Plessis- Glazer employee)

12 September 1983 Certificate of Incorporation. A Glazer company with 10% shares issued to Gold Fields Mining & Development (Pty) Ltd and balance to Minu Nominees Ltd also registered as a Botswana Company.

3. Phelps Doge of Botswana (Pty) Ltd Co. No 87/34

31 December1986 Articles of Association. On 5 May 2000 the name was changed to Somerset Gold (Pty) Ltd.

During 1987 Morex and Falconbridge/ Phelps Dodge were granted mining leases over the Rainbow and Map Nora gold mines. New licenses were issued to Falconbridge to the north and east of Map Nora; to Morex over the New Zealand and Blue Jacket Mines; and to Phelps dodge over an area that included the Prospect Mine

4. _Tati Gallic (Pty) Ltd _

13 December 1988 Certificate of Incorporation. A Glazer Company

5. Debridge Exploration Company. (Pty) Ltd

(Subscriber Hermanus Christoffel Du Plessis- Glazer employee)

25 April 1985 Certificate of Incorporation

De Beers Consolidated Mines Limited and Falconbridge (Botswana) Pty Ltd- other than the area known as Gope 25. Please see interlocking directorships in summary.

Note: Debridge Exploration (UK) Company No. 01174446 Dissolved 28 September 1999

6. Tati Nickel Mining Company (Pty) Ltd – Co No : 88/619

1985 Francistown Mining and Exploration Company (FME) was formed to develop Selkirk and Phoenix nickel & Copper deposits pursuant to a mining lease granted by Government for a period of 25 years, commencing 29 November 1988.

Centametall has a custom smelting contract with Bamangwato Concessions Ltd, which is an integrated nickel and copper mining, concentration and operation which is owned by Anglo American (33%), Botswana Government (33%) and the general public (34%).

20 June 1988 Certificate of Incorporation of Tati Nickel Mining Company Ltd.

Total Shareholding of 3000 pula with FME 782, Lexan Trading (Anglo) 816 + 2 secretarial to total 1600 issued 8 February 1989 (1400?) In May of 1996 a reverse listing of FME into a Canadian shelf company Liberian Ore established 1958 became LionOre.

LionOre held 41.65% of Tati Nickel, Anglo 43.35% and Botswana Gov. 15%.In 2002, LionOre acquired Anglo 43.35% to total 85% and as part of acquisition an equity interest in Bamangwato Concessions Limited (BCL) for a cash consideration of $2. The equity interest is comprised of 7.5% direct interest in BCL and a 23.5% interest in Botswana RST Limited, a holding company whose main asset is an 85% interest in BCL. & See Tati Territory Summary draft 03)

Exit: LionOre by Xstrata & Norlisk- Current June 07

7 . Sam Estates Land Company (Pty) Ltd. Co. No 88/468 (Botswana)

Sam Estates Holdings (Pty) Ltd Co. No 88/452 (Botswana)

(Subscriber Hermanus Christoffel Du Plessis- Glazer employee)

In 1988 the assets of Bechuanaland Mining & Exploration Company include the

Bamangwato Concession Agreement 1888 from Khama was transferred to Tati Co for $2.

The 260 000 acres acquired from Tati Co 5 September 1922 is referenced below.

1 March 1957 Certificate of Registered Title In favor of THE BECHUANALAND EXPLORATION COMPANY LIMITED: Title Deed No. 2055

5 Sept. 1922 Deed of Transfer Passed in Favor of the BECHUANALAND EXPLORATION CO. LIMITED by TATI COMPANY LIMITED. This transfer was affected as a result of insider trading by the Administrators of the Glazer Will Trust with the following Title Deed to affect the same with Tati Nickel.

Title Deed: 767/88

Description Title Deed No. Date

Portion 1 of Farm 77NQ 24/62 25 April 1962

Portion 2 of Farm 77NQ 2055 1 March 1957

Portion 6 of Farm 77NQ 2055 1 March 1957

Remaining Extent Farm 77NQ 444 4 April 1927

Subject To: All properties are subject to conditions referred to in Deed No.159 dated 8 March 1916.Notarial Deed of Abandonment of Mineral Rights No. 32/74 dated 21 June 1974 (i.e. Cession in favor of Tati Territory Exploration Co.) (Tati Co abandonment of Mineral Rights in favor of Tati Territory Exploration Co

Removal of Reservation of Trading Rights(Tati Company Ltd.) Act. No.26/79.

LionOre acquired there interest for the same $2

8. Francis Prospecting (Pty) Ltd NO.94/1009

5 July 1994 Certificate of Incorporation

9 September 1999 Change of Name to Gallery Gold Botswana (Pty) Ltd

Directors interlocking interests: Monarch Goldfields Botswana

Shashe Holdings

Shashe Mines

Francis Prospecting

September 2002: Gallery held mineral rights to some 1825 square Kilometers of greenstone terrain with partially overlapping diamond rights covering an additional 1773 square kilometers. The majority of mineral rights (94.4%), including those tenements covering the Mupane and Tekwane prospects and all the diamond rights are wholly owned by Gallery Gold.

The establishment of Gallery Gold consolidated Title to those areas excluded in the cession of 12 mineral areas ceded to Tati Territory Exploration Company. Exploration also included Shashe Mining Lease (85% Gallery) and Golden Eagle and Map Nora defined by Phelps Dodge in the late 1980`s. The consolidated management company Lion Selection Group facilitated by America South Africa or ASA Ltd is consistent with Anglo management of Glazer property.

Principal shareholders include CDC Capital Partners (Commonwealth Development Corp), Comafin (Zimbabwe), Investec Bank, Proparco (French), First Rand Bank and European Investment Bank through African Lion Limited (AFL Management Ltd) Mauritius to include various subsidiaries such as AfriOre, Albidon, Copperbelt Selection NL, East African Gold Mines Ltd. Equinox Resources Ltd, Gallery Gold Ltd, LionOre Australia Pty Ltd, Namibian Mineral Corporation, Red Back Mining NL and Spinifex Gold Ltd.

Macquarie Bank Limited (former Hill Samuel 1970`s) is also principal financier and the reciprocal bank for ABSA (See COPTIC & Ashbourne Investments Summary)

Quick Update 8 august 07

Note: Investec 2002 dual listed London & JHB.

2005 -3rd party assets under management $55Bn & Australia division 609mln stg. Acquires Rothschild & Sons (Australia) for 3.5bln stg.- has total assets of 2.1bln aud. Investec Asset Management launches $5 Bln Commodities Fund

2005 South Africa was the largest recipient of foreign direct investment (FDI) in Africa in 2005, experiencing a sharp jump in inflows to 6.4 billion U.S. dollars from only 0.8 billion dollars in 2004, a report by the UN Conference on Trade and Development (UNCTAD) showed on Tuesday. The acquisition of a majority stake in South African banking group ABSA by Britain-based Barclays for 5.5 billion dollars was cited as the reason South Africa received the lion's share of FDI inflows. (NB. See Volkskas International Summary- Coptic/ Ashbourne/ Incentive Holdings & Crest International Securities)

2007 Barclays /ABN AMRO M&A-; Lion Selection Ltd & Asian Lion established and modeled on African Lion

Founding shareholders ABN AMRO Australia Pty Ltd; PROPARCO (France) and the INTERNATIONAL FINANCE CORPORATE (IFC- Private Sector arm of World Bank Group)

Lion Selection Press Release 3 July 07

9. Falconbridge Gold Mines (Pty) Ltd Co. No. 87/43

Certificate of inc.28 January 1987- Holding Company: Tati River Holdings Limited incorporated in the Bahamas and the ultimate holding company is Falconbridge Limited, a company incorporated in Canada. The company is engaged in the financing of profitable mining ventures in Botswana.

16 January 1991- Agreement with Bushman Copper Mines (Pty) Ltd. NB. Shares issued to Falconbridge Exploration (Botswana) (Pty) (Ltd) & to effect transaction issued share capital increase from 2000 to 2 100 000 of redeemable preference shares at par of one Pula in addition to existing rights.

14 May 1992- Proxy: Tati River Holdings Limited

We, TATI RIVER HOLDINGS LIMITED of P.O Box 1043, Grand Cayman, Cayman Islands, B.W.I., hereby appoint Michael J. Knuckey as our Proxy to vote in our name and on our behalf at the Annual General Meeting of the Company’s subsidiary company, FALCONBRIDGE GOLD MINES (PTY) LTD., to be held on 15 May 1992 in Toronto, for the purpose of voting the shares of the Company, and at any adjournment thereof.

Signed: TATI RIVER HOLDINGS LIMITED

Per: CALEDONIAN BANK & TRUST LIMITED

Assistant Secretary

15 Sept. 1992 Special Resolution: Falconbridge Gold Mines (Pty) Limited

“Resolved that the name of the company be changed from Falconbridge Gold Mines (Pty) Limited to NAMHSUB HOLDINGS (PTY) LIMITED.

Filed: Ernst & Young Management Services (Pty) Limited

22 Dec. 1992 Certificate of Change of Name

Falconbridge Gold Mines (Pty) Ltd. to NAMHSUB HOLDINGS (Pty) Ltd

Note:

CALEDONIAN BANK & TRUST LIMITED

Caledonian Bank & Trust was founded in 1970 as Cayhaven Corporate Services. In 1988 Caledonian Bank obtained a Category a Bank & Trust License. It is also the holder of an Insurance Managers License and in 1994 on the enactment of the Mutual Funds Law in the Cayman Islands, Caledonian was granted a Mutual Fund Administrators License. In 1997 Caledonian Trust Limited was established as a wholly owned subsidiary of Caledonian Bank to service clients in the European time zone. Caledonian Bank is audited by PriceWaterhouseCoopers.

Directors: David G. Bird (Vice Chairman )

Graduated from Aberdeen University in 1969 with a Bachelor of Laws degree. Admitted as a Solicitor in Scotland in 1971 and as attorney-in-law in the Cayman Islands in 1973. A partner in the law firm W.S. Walker & Company (now Walkers) from 1976 to 1995. Past president of the Cayman Island Law Society. He has been closely involved in the development of the Cayman Islands as a financial centre.

David Stephen Sargison (Managing Director)

MD of Caledonian since 1989. Formerly he was Assistant General Manager of the Bank of Butterfield International (Cayman) Limited. Admitted as a Chartered Accountant in 1979.

William S. Walker (See Ashbourne Investments Summary)

Chairman

He attended Trinity Hall Cambridge University where he obtained an M.A. with honors in law in 1948 and he was called to the bar in England in 1950. He obtained a diploma from the International Management Institute in Lausanne, Switzerland in 1953. Mr. Walker was admitted as an attorney at law in Jamaica and the Cayman Islands in 1963.

He is the founder of W.S. Walker & Company and was senior partner until his retirement in October 1999. He has been involved in the offshore industry in the Cayman Islands since its inception. He was appointed as an Officer of the Order of the British Empire in 1978.

FALCONBRIDGE LIMITED

Directors: Alex Balogh

Chairman

Deputy Chairman, Noranda Inc. Appointed 1989.

Jack Cockwell

Co-Chairman Brascan Corporation

Appointed 1995

Robert J. Harding

Deputy Chairman

Chairman Brascan Corporation

David Kerr

Executive Chairman Noranda Inc.

Appointed 1989

Edmund King

Deputy Chairman Rockwater Capital Corporation

Neville Kirchmann

President & C.E.O the Princess Margaret Hospital Foundation

Mary Mogford

Corporate Director & Partner Mogford Campbell Associates Inc.

Derek Pannell

Deputy Chairman

President & C.E.O Noranda Inc.

David Race

Corporate Director

Aaron W. Regent

President & C.E.O

James Wallace

President Pioneer Construction Inc.

Related Has a share in Falconbridge Dominicana, Dominican Republic

Organisation: Has a share in TGW Corporation (10 %) Toronto, Ontario, Canada

Has Shareholder Noranda (58.4 %) Toronto, Ontario, Canada

Note: Foundation Companies

1. (A) Gaberones Holdings (Pty) Ltd Co. No. 225(Botswana)

14 September 1964 Certificate of incorporation – Dennis Rex Kelly (Glazer employee)

11 November 1988 name change to Martex Investments (Pty) Ltd.

29 November 1999 name change to Barlow Botswana (Pty) Ltd.

6 February 2001 name change to Barloworld Botswana (Pty) Ltd

(B) Gaborone Holdings (Pty) Limited Co. No.89/722

7 June 1989 Certificate of incorporation – Lakhvinder Sing Walia (Desert Sec. Services)

NB. Directorships include crossholdings with Martex Trading (Pty) Ltd, Martex Industries (Pty) Ltd, Martex Services (Pty) Ltd

20 Jan 1989 Name change to Martex Finance (Pty) Ltd

2. Tati Territory Exploration Company (Pty) Limited Co. No 206 (Botswana)

7 April 1964 Benny Struck & Bernard Glazer private company to effect notarial prospecting contract on Title Deed 129 over freehold grant No 88 of Tati Concessions of 1000sq.miles.

25 June 1974- Tati Territory surrendered Tati Company cession of mineral rights and on the 1 July 1974 a ‘special prospecting license was granted until Botswana Government, Anglo & Tati Company could find an acceptable operator. Unsecured loans- Atlas Mining Corporation (Glazer) & secured Tati Company & National Manganese Mines (Pty) Ltd).( See Summary & Tai Nickel post 1984).