MEMORANDUM OF UNDERSTANDING

Entered into by and between:

THE PARTIES:

DE BEERS a Company duly incorporated in (The Owner); whose address is

And herein represented by Mr (“the“) and duly authorize;

And

CONTRACTOR –Thuma Thina Holdings, 6A 7th Avenue Park Town North Johannesburg

(JOINTLY REFERRED TO AS “THE PARTIES”)

RECITALS:

DE BEERS is the lawful owner of Final Recovery Tailings Dumps, which are situated on the property of De Beers in the , within the (Referred to as “Mining Area”).

Both parties wish to cooperate in diamond recovery activities in existing tailings of De Beers. Contractor is providing the equipment for sorting tailings of De Beers.

The parties wish to cooperate in diamond recovery activities in Mining Area in existing tailings of De Beers. Contractor is providing the equipment for Diamond recovery from tailings inMining Area.

The parties agreed that as soon as possible after signature of this Memorandum of Interest they shall enter into a Memorandum of Understanding and comprehensive agreement fully describing their respective rights and obligations in terms of their intended relationship.

  1. Conditions

It is agreed as follows between the parties:

  • Thuma Thina shall have the sole right to process all Tailings Dumps that are situated at the Mining Area as well as all other Tailings Dumps which belong to De Beers and currently situated in other areas. It is also the further understanding between the Parties that Thuma Thina would have the right to process all Tailings Dumps which are produced in the future by De Beers.
  • Thuma Thina and De Beers jointly shall strive to process the maximum amount of material in order to obtain the best result.
  • Thuma Thina is scheduled to commission the Plant during the month of 201, or as soon as possible after this required Contract had been signed.
  • De Beers shall appoint Security Personnel during the Test-Trial Period, as well as any Permanent Operations after the Test-Trail Period.
  • De Beers is responsible for obtaining all required Permits for the Legal and smooth execution of the Operation.
  • In the event where the Business known as “Mining Area” and/or De Beers, is sold Thuma Thina shall have the right to continue with their Operations as before the sale. The Right to process the Tailings that would be produce in future would however lapse and not enforced upon the new Owners.
  • Thuma Thina has the option of providing further equipment at our discretion and at the same conditions set out for the first machine to optimize the joint earnings.
  • All diamonds recovered will be properly marketed and sold to an Independent market, agreed to by both parties.
  • After the deduction and payment of Royalty Fees and Operating Costs, the remainder of the Income arising from the sale shall be divided between De Beers and Thuma Thina, upon receipt of payment.
  • The running Costs and all other Costs, which are described as “Operating Costs” of the Operation shall be equally divided among the Parties and deducted from the Sale of Income.
  • The Commissioning Fee, which is estimated to amount to , and Transportation Costs, which is estimated to amount to , to set-up the Plant at “Mining Area”shall be recognized as Operating Costs and shall be divided equally among the Parties and deducted from the Income arising.
  1. Operational responsibilities of both parties:

2.1De Beerswill take full and sole responsibility for the following:

  1. Ensuring that a timeous, continuous supply in the required condition of the required initial material (tailings).
  1. Ensuring uninterrupted supply of electricity;
  1. Ensuring that sufficient water is available at all times;
  1. Appointing and managing the general workforce related to the processing of the tailings for a 20-hour work day for a 6-day week.

2.2Thuma Thina will take full and sole responsibility for the following:

  1. Supplying the specialized diamond sorting machine and the feed preparation equipment as specified;
  1. Ensuring that the equipment remains in an optimal working order through correct commissioning, regular maintenance and repairs if necessary;
  1. Providing professional specialist technical support throughout;
  1. Providing specialist supervision.

2.3Both parties will jointly undertake a review of the operations and its profitability on a quarterly basis.

  1. Financial obligations:

Operational costs need to be clearly defined and agreed upon upfront. Furthermore the prices at which the diamonds are sold are crucial to the joint success.

3.1Division of costs between both parties – general comments

Thuma Thina will import, transport and set up the equipment at its own cost.

All costs directly related to the diamond sorting the operation will be borne by both De Beers and Thuma Thina and will be deducted from the gross earnings before the profits are divided. These costs include personnel (e.g. labourers, sorters, security, technical staff of Mini factory, independent finance manager) as well as all directly related utility costs (electricity/water/gas/soil).

3.2Operational Costs

All and only costs directly related to the treatment of the tailings.

The maximum amount of Operational Costs of each Party need to be jointly agreed upfront by both parties.

All operational costs as agreed to by both parties will be deducted from profits before the profits are divided.

All expenditures incurred in excess of agreed maximum to be paid by each party itself.

The mine will provide the total cash flow required in the first period of time to fund the local operations until such time as the first diamonds are sold.

3.3Sale of diamonds / price obtained

As De Beers has the required licenses and buyers for the diamonds, the mine will take responsibility for the diamond selling process.

The evaluation of recovered diamonds is to be made jointly. The responsible persons will be nominated from each party.

The mine will inform Thuma Thina of who the buyers are and both parties agree to endeavour to obtain the best price for the diamonds.

If Thuma Thina has the possibility of selling at a price higher than the proposed by De Beers, diamonds are sold by or to the party of Thuma Thina.

3.4Optional extra machines

Thuma Thina will be granted the option to bring in further machines to optimize profits of both parties. This will be on the same terms and conditions as for the first machine.

  1. Profit-Sharing

% De Beers

% Thuma Thina

  1. Right of Cancellation:

Thuma Thina reserves the right to cancel the agreement after the first three months of operations, should the joint operation not be financially profitable to Thuma Thina.

SIGNED at on this day of 201.

…………………………………………….

DE BEERS

SIGNED at on this day of 201.

………………………………………………..

THUNMA THINA