Exhibit 10.11

EXECUTION VERSION

PRIVATE AND CONFIDENTIAL

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

Share Purchase Agreement

relating to the sale and purchase of Mineração Serra Grande SA

Dated                    2 June    2025

AngloGold South America Limited

And

Cascar Do Brasil Mineracao Ltda.

And

Aura Minerals Inc.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

Table of Contents

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

Share Purchase Agreement

This Agreement is made on                                2025

between:

(together referred to as the “Parties”).

Whereas:

It is agreed as follows:

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

“Accounts” means the audited accounts of the Company (including the statement of financial position, income statement and statement of comprehensive income, statement of cash flows and the notes) as at, and for the twelve month period ended on, the Accounts Date;

“Accounts Date” means 31 December 2024;

“Active Monitoring Stage” means the monitoring of the Tailing Storage Facility for the minimum period of two years (or as extended) pursuant to Article 2, item VIII, sub-item “d.1” of ANM Resolution No. 95/2022 and following completion of stages (1), (2) and (3) of the Tailing Storage Facility Decharacterisation;

“Affiliate” means, in relation to any person, any subsidiary undertaking or parent undertaking of that person and any subsidiary undertaking of any such parent undertaking;

“AGA” means AngloGold Ashanti plc;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“AGA Awards” means the restricted stock units, performance stock units, nil-cost options and/or nominal-cost options over the AGA Shares, as applicable, which have been granted to certain of the Company’s employees under the AGA Share Plans or any co-investment incentive plan or long-term incentive plan adopted by AGA’s shareholders pursuant and subject to the AGA Share Plans, which are outstanding on the date of this Agreement;

“AGA Share Plans” means each of AGA’s (a) Deferred Share Plan and (b) Performance Share Plan, in each case, as described in Note 9 to Item 18 of AGA’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on 15 April 2025;

“AGA Shares” means common shares in the capital of AGA;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller, the Purchaser and the Purchaser’s Guarantor and signed for identification by or on behalf of the Seller, the Purchaser and the Purchaser’s Guarantor with such alterations as may be agreed in writing between the Seller, the Purchaser and the Purchaser’s Guarantor from time to time;

“ANM” means the Brazilian National Mining Agency, or its successor;

“ANM Resolution No. 95/2022” means Resolution No. 95, issued by the ANM on 7 February 2022, as amended (the Consolidated Regulatory Framework on Mining Dam Safety);

“Base Working Capital” means US$[***];

“Bid Amount” has the meaning given in Clause 3.1.1;

“Brazil” means the Federative Republic of Brazil;

“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in England, Brazil or British Virgin Islands;

“Business Warranties” means the warranties set out in schedule 7 (other than the Fundamental Warranties and the Tax Warranties) and “Business Warranty” means any one of them;

“Business Warranty Claim” means a Claim by the Purchaser in respect of a Business Warranty;

“Cash Balances” means cash in hand or credited to any account with a financial institution, including all interest accrued thereon, and cash equivalents as defined by applicable accounting standards (IFRS), excluding judicial deposits;

“CG WHIT” has the meaning given in Paragraph 1.1.1 of Schedule 17;

“CG WHIT Amount” means the amount notified by the Seller to the Purchaser to be withheld by the Purchaser (or the relevant representative thereof, as applicable) pursuant to Clause 17.9.6 [***];

[***]

“CEMIG” means CEMIG Geração e Transmissão S.A. and Companhia Energética de Minas Gerais;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“CEMIG PPA” means the Power Purchase Agreement Contrato de Compra e Venda de Energia Elétrica) entered into on [***] among the Company, Anglogold Ashanti Córrego do Sítio Mineração S.A. and CEMIG, as amended from time to time;

“CFEM” means Financial Compensation for Exploitation of Mineral Resources (“Compensação Financeira pela Exploração de Recursos Minerais”) provided under the Brazilian Federal Laws No. 7.990/1990 and 8.001/1990, regulated by applicable presidential decrees and NMA regulations;

“Claim” means a claim against the Seller for breach of any of the Seller’s Warranties or a claim against the Seller in relation to a Specific Indemnity;

“Closing” means the completion of the sale of the Shares pursuant to Clauses 8.1, 8.2 and 8.3 of this Agreement;

“Closing Date” means the date on which Closing takes place;

“Closing Statement” means the statement to be prepared, and agreed or determined, in accordance with Clause 9 and Schedule 6;

“Company” means Mineração Serra Grande S.A., details of which are set out in paragraph 1 of Schedule 1;

“Company’s Cash Balances” means the aggregate amount of the Cash Balances held by or on behalf of the Company at the Effective Time;

“Conditions” means the Regulatory Condition, the Tailing Storage Facility Decharacterisation Condition, the MAC Condition, the Tailing Storage Facility Decharacterisation Condition and the MSG Subsidiaries Transfer Condition;

“Confidentiality Agreement” means the confidentiality agreement dated 8 November 2024 between AngloGold Ashanti Holdings plc and the Purchaser’s Guarantor pursuant to which the Seller made available to the Purchaser certain confidential information relating to the Company;

“Consideration” has the meaning given to it in Clause 3.1;

“Contamination” has the meaning given to it in paragraph 1 of Schedule 4;

“Data Room” means the electronic data room as at [***] containing documents and information relating to the Company made available by the Seller online at [***] and an index and USB of which has been annexed to the Disclosure Letter;

“Deferred Consideration” has the meaning given to it in Clause 3.1.5;

“Deferred Consideration Agreement” means the Net Smelter Returns Deferred Consideration Agreement in the Agreed Terms to be entered into at Closing, in the form attached in Schedule 9;

[***]

[***]

[***]

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“Disclosure Letter” means the letter dated on the same date as this Agreement from the Seller to the Purchaser disclosing:

“Draft Closing Statement” has the meaning given to it in Clause 9.1;

“Effective Time” means immediately before midnight on the Closing Date;

“Employees” means the employees of the Company immediately prior to Closing (other than any specifically excluded by agreement with the Purchaser, including pursuant to Clause 17.1) and “Employee” means any one of them;

“Employment Claim” means a claim or demand by a Retained Employee who has commenced employment with a member of the Seller’s Group following receipt of an offer pursuant to Clause 17.1 and which arises out of their previous employment with the Company;

“Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Environment”, “Environmental Authority”, “Environmental Law” and “Environmental Permit” have the meanings given to them in paragraph 10.1 of Schedule 7;

“Environmental Losses” has the meaning given to it in paragraph 1 of Schedule 4;

“Estimated Cash” means the Seller’s reasonable estimate of the aggregate of the Company’s Cash Balances in US$ at the Effective Time;

“Estimated Intra-Group Payables” means the Seller’s reasonable estimate of the Intra-Group Payables in US$;

“Estimated Intra-Group Receivables” means the Seller’s reasonable estimate of the Intra-Group Receivables in US$;

“Estimated Third Party Indebtedness” means the Seller’s reasonable estimate of the Third Party Indebtedness of the Company in US$;

“Executive Project” means the technical and engineering project for the Tailing Storage Facility Decharacterisation, issued by the Company in the SIGBM on 7 May 2024, as further amended and revised from time to time, as reflected in the Tailing Storage Facility Decharacterisation Technical Specifications;

“Failure Event” means an uncontrolled release of tailings and/or water from the Tailing Storage Facility that has a negative impact on health and safety and/or the Environment, including: (i) breach of licence conditions; (ii) regulatory penalties and/or fines; (iii) injury, permanent disability or loss of life among the public; (iv) injury, permanent disability, loss of life among employees and/or contractors, including occupational health issues; (v) significant impact on the local community; (vi) significant environmental impacts or damage to the Environment; (vii) economic losses to the region caused by significant impact on public infrastructure, transportation and community facilities; (viii) partial shutdown or closure of operations; (ix) criminal sanctions against the Company or individuals; or (x) significant economic and financial losses such as significant fines and class action lawsuits;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“Fairly Disclosed” means facts, matters or other information disclosed with sufficient detail as to enable a reasonable purchaser who carries on business in the mining sector to identify the nature, scope and impact of the fact, matter or information concerned;

“Final Payment Date” means 10 Business Days after the date on which the process described in paragraph 3 of Part 1 of Schedule 6 for the agreement or determination of the Closing Statement is complete;

“Fundamental Warranties” means the warranties set out in paragraphs 1, 2.1 and 9.2.1 of Schedule 7 and “Fundamental Warranty” means any one of them;

“Fundamental Warranty Claim” means a Claim by the Purchaser in respect of a Fundamental Warranty;

[***]

“Grant” means a grant of AGA Awards pursuant to an AGA Share Plan;

“Hazardous Substances” has the meaning given to it in paragraph 10.1 of Schedule 7;

“IFRS” means the International Financial Reporting Standards and related interpretations issued by the International Accounting Standards Board, as adopted by the United Kingdom;

“Indebtedness” means, borrowings and loans with third parties (including financial leases), excluding (i) leasing all items treated as creditors as part of Working Capital, and (ii) all IFRS 16 leases;

“Inspector” means a competent engineer of international standing in respect of tailing storage facilities, being [***] or if he is unavailable an equivalent geotechnical engineer to be elected by the Purchaser, acting reasonably;

“Intra-Group Payables” means all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued) owed by the Company to a member of the Seller’s Group as at the Effective Time as derived from the Closing Statement, but excluding any item which falls to be included in calculating the Company’s Cash Balances or the Third Party Indebtedness;

“Intra-Group Receivables” means all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued) owed by a member of the Seller’s Group to the Company as at the Effective Time as derived from the Closing Statement, but excluding any item which falls to be included in calculating the Company’s Cash Balances or the Third Party Indebtedness;

“Long Stop Date” means the date that is six (6) months after (and excluding) the date of this Agreement or such other date as the Seller and the Purchaser may agree in writing;

“Losses” means all losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

“MAC Condition” has the meaning given to it in Paragraph 1.4 of Schedule 13;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“Material Adverse Event” means any change, matter, event or circumstance which happens or is announced (or otherwise becomes known to the Purchaser or the Seller) after the date of this Agreement and before Closing, which has had, or is reasonably likely to have, a long-term material adverse effect, individually or in aggregate, on the business, operations, assets, liabilities or financial condition of the Company), but excluding any change, matter, event or circumstance or adverse effect (whether alone or in combination):

“Mining Licences” means the licences, consents, concessions and other authorisations set out in Schedule 3;

“MP Share” means one common share in the capital of the Company held by [***];

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“MSG Subsidiaries” means:

“MSG Subsidiaries Transfer Condition” has the meaning given to it in Paragraph 1.3 of Schedule 13;

“Participant” means an Employee who holds AGA Awards;

“Passive Monitoring Stage” means any additional monitoring of the Tailing Storage Facility between the conclusion of the Active Monitoring Stage and the effective deregistration of the Tailing Storage Facility from the SIGBM, required pursuant to Article 2, item VIII, sub-item “d.2” of ANM Resolution No. 95/2022;

“Payment Date” has the meaning given to it in the Deferred Consideration Agreement;

“Payor” has the meaning given to it in the Deferred Consideration Agreement;

“Properties” means the properties set out in Schedule 2 and “Property” means any one of them;

“Proposed Transaction” means the proposed acquisition of the Shares;

“Purchaser’s Disagreement Notice” has the meaning given to it in paragraph 3.3 of Schedule 6;

“Purchaser’s Group” means the Purchaser and its holding companies and subsidiaries and any subsidiary of any such holding company from time to time including, for the avoidance of doubt, the Company from Closing;

“Purchaser’s Guaranteed Obligations” has the meaning given to it in Clause 16.1;

“Purchaser’s Lawyers” means Demarest Advogados;

“Purchaser Warranty Claim” means a claim by the Seller in respect of the Purchaser Warranties set out in Schedule 8;

“Reasonable and Prudent Operator” means a person acting in good faith to perform its obligations, comply with applicable law and, in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking, in the same industry and under the same or similar circumstances and conditions;

“Regulatory Authority” or “CADE” means the Brazilian competition defence agency, the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica), composed of the General Superintendence and the Administrative Tribunal;

“Reporting Accountants” means an independent firm of internationally recognised chartered accountants to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement to be appointed on the application of either of them by the ICC International Centre for ADR in accordance with the ICC Rules for the Appointment of Experts and Neutrals;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“Retained Employees” means the employees of the Company with personnel ID numbers [***], as well as any other Employees identified by the Seller and agreed with the Purchaser prior to Closing, and “Retained Employee” means any one of them;

“Regulatory Condition” has the meaning given to it in Paragraph 1.1 of Schedule 13;

“Seller’s Disagreement Notice” has the meaning given to it in paragraph 3.4 of Schedule 6;

“Seller Indemnified Person” has the meaning given to it in paragraph 1 of Schedule 4;

“Seller Shares” means 1,999,999 common shares in the capital of the Company held by the Seller;

“Seller’s Group” means the Seller and its holding companies and subsidiary undertakings and any subsidiary undertaking of any such holding company from time to time excluding, for the avoidance of doubt, the Company from Closing;

“Seller’s Insurance Policies” means all insurance policies (whether under policies maintained with third party insurers or any member of the Seller’s Group) maintained by the Seller’s Group under which, immediately prior to the Closing Date, the Company is entitled to any benefit, and “Seller Insurance Policy” means any one of them;

“Seller’s Lawyers” means Linklaters LLP;

“Seller’s Pension Scheme” means (i) the private pension agreement (plan I), “basic plan”, entered into between [***], effective as of [***], as amended, restated, supplemented, or otherwise modified from time to time; and (ii) the private pension agreement (plan II), “supplementary plan”, entered into between [***], effective as of [***], as amended, restated, supplemented, or otherwise modified from time to time;

“Seller’s Warranties” means the warranties given by the Seller pursuant to Clause 10 and Schedule 7 and “Seller’s Warranty” means any one of them;

“Senior Employee” means any Employee whose base annual salary (on the basis of full-time employment) exceeds US$[***] or local equivalent at the relevant time;

“Share Plans Indemnity” has the meaning given to it in Paragraph 1.1.6 of Schedule 16;

“Shares” means the Seller Shares and the MP Share, being the whole of the issued share capital of the Company;

“SIGBM” means the Integrated Management System for Mining Dam Safety, which forms part of the National Mining Dams Registry (CNBM) maintained by the ANM;

“Specific Indemnities” has the meaning given to it in Clause 13.1;

“Surviving Clauses” means Clauses 1, 14, 16, 17.4 to 17.16 and 17.18 to 17.20 and “Surviving Clause” means any one of them;

“Tailing Storage Facility” means the up-stream raised tailings storage facility named “Barragem MSG” owned and operated by the Company with an associated potential damage (DPA) of “high” and a risk category (CRI) of “low”, duly registered in the SIGBM;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“Tailing Storage Facility Decharacterisation” means the decharacterisation of the Tailing Storage Facility in accordance with the Executive Project, including the following decharacterisation stages: (1) decommissioning (cessation of operations and removal of associated infrastructure); (2) hydrological and hydrogeological control (implementation of measures to reduce or eliminate the inflow of surface and groundwater into the reservoir); (3) stabilisation (implementation of measures to ensure the long-term physical and chemical stability of the remaining structures at the site); and (4) monitoring activities required by applicable laws or ANM regulations following completion of stages (1), (2) and (3) above, including the Active Monitoring Stage and the Passive Monitoring Stage;

“Tailing Storage Facility Decharacterisation Budget” means the budget for the execution of the Tailing Storage Facility Decharacterisation, prepared and approved by the Seller in accordance with the Executive Project, as set out in Schedule 10(A), and as amended from time to time;

“Tailing Storage Facility Decharacterisation Condition” means the completion of the works strictly necessary only for the following stages of the Tailing Storage Facility Decharacterisation: [***], in each case, in accordance with the Tailing Storage Facility Decharacterisation Budget and Tailing Storage Facility Decharacterisation Technical Specifications. The Tailing Storage Facility Decharacterisation Condition shall be deemed satisfied upon submission by the Company through [***], supported by (i) a final technical report evidencing the completion of [***], and (ii) the corresponding as-built documentation;

“Tailing Storage Facility Decharacterisation Technical Specifications” means the technical specifications for the execution of the Tailing Storage Facility Decharacterisation, prepared and approved by the Seller in accordance with the Executive Project, as set out in Schedule 10(B) and contained in a USB, and as amended from time to time;

“Tailing Storage Facility Losses” has the meaning given to it in paragraph 1 of Schedule 4;

“Tax Authority” means any taxing or other authority competent at municipal, state or federal level to impose any liability in respect of Taxation or responsible for the assessment, administration or collection of Taxation or enforcement of any law in relation to Taxation and acting in its capacity as such;

“Tax Indemnity Claim” means a Development and Exploration Costs Tax Claim, Goodwill Claim or a CG WHIT Claim;

“Tax Returns” means any and all returns (including amended returns), reports and forms (including elections, claims for refund, declarations, amendments, schedules, information returns and statements, and schedules and attachments to such documentation) filed or required to be filed with a Governmental Authority, or provided for under applicable Law, with respect to Taxes;

“Tax Warranties” means the specific warranties set out in paragraph 14 of Schedule 7 and “Tax Warranty” means any one of them;

“Tax Warranty Claim” means a Claim by the Purchaser in respect of a Tax Warranty;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“Taxation” or “Tax” means all forms of taxation (other than any accounting provision for deferred tax) and statutory, governmental, state, provincial, local governmental or municipal duties, contributions, charges and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Tax Authority on account of Tax, in each case wherever or whenever imposed and whether chargeable directly or primarily against or attributable directly or primarily to the Company or any other person;

“Third Party Claim” has the meaning given in Clause 12.6.1;

“Third Party Indebtedness” means the aggregate amount as at the Effective Time of all outstanding Indebtedness owed by the Company to any third party as derived from the Closing Statement (but excluding any item included in respect of any Company’s Cash Balances), and, for the purposes of this definition, third party shall exclude any member of the Seller’s Group;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Deferred Consideration Agreement and all documents entered into pursuant to this Agreement and “Transaction Document” means any one of them;

“Transferred Mining Licences” means [***];

“VAT” means (i) within the UK, any value added tax imposed by the VAT Act 1994, (ii) within the European Union, such Taxation as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EC, and (iii) outside the UK or the European Union, any similar Taxation levied by reference to added value or sales;

“Warranty Claim” means a Business Warranty Claim, Fundamental Warranty Claim or Tax Warranty Claim;

“Working Capital” means the amount of the working capital of the Company at the Effective Time as derived from the Closing Statement; and

“Working Capital Adjustment” means the amount by which the Working Capital exceeds the Base Working Capital (which amount shall be added to the Bid Amount for the purpose of Clause 3.1) or the amount by which the Working Capital is less than the Base Working Capital (which amount shall be deducted from the Bid Amount for the purposes of Clause 3.1).

References to one gender include all genders and references to the singular include the plural and vice versa.

References to:

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The words “holding company”, “parent undertaking”, “subsidiary” and “subsidiary undertaking” shall have the same meaning in this Agreement as their respective definitions in the Companies Act 2006.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

Headings shall be ignored in interpreting this Agreement.

References to any document (including this Agreement and any document in the Agreed Terms), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

In this Agreement, “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way.

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

References to US Dollars or US$ are references to the lawful currency from time to time of the Unites States of America and references to BRL are refences to the lawful currency from time to time of Brazil.

Except (i) as otherwise stated in this Agreement and (ii) in relation to Clause 9 and Schedule 6, any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the Conversion Rate prevailing at the Relevant Date. For the purposes of this Clause:

“Conversion Rate” means the close spot mid-trade composite (London) rate for a transaction between the two currencies in question as quoted on Bloomberg on the Business Day immediately preceding the Relevant Date or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

“Relevant Date” means, save as otherwise provided in this Agreement, the date on which a payment or an assessment is to be made, save that, for the following purposes, the date shall mean:

The consideration for the purchase of the Shares under this Agreement shall be an amount in cash equal to:

plus

minus

plus or minus

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

plus

(together, the “Consideration”).

If any payment is made by the Seller to the Purchaser (or vice versa) in respect of any claim for any breach of this Agreement or pursuant to an indemnity, warranty or covenant to pay under this Agreement (or any agreement entered into under this Agreement), the payment shall, if and to the extent permitted by law, be treated as an adjustment of the consideration paid by the Purchaser for the Shares under this Agreement and the consideration shall be deemed to have been reduced (or increased, as the case may be) by the amount of such payment.

The provisions of Paragraph 1 of Schedule 13 shall apply.

The provisions of Paragraph 2 of Schedule 13 shall apply.

The provisions of Paragraph 3 of Schedule 13 shall apply.

The provisions of Paragraph 4 of Schedule 13 shall apply.

The provisions of Paragraph 5 of Schedule 13 shall apply.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The provisions of Paragraph 6 of Schedule 13 shall apply.

On the date of this Agreement, the Seller shall:

On the date of this Agreement, the Purchaser and the Purchaser’s Guarantor shall:

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

Clause 6.1 shall not operate so as to prevent or restrict:

provided, in each case, that the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this Clause 6.2, shall provide to the Purchaser all such information as the Purchaser may reasonably request and shall use reasonable endeavours to consult with the Purchaser in respect of any such action.

Without prejudice to the generality of Clause 6.1.1, between the date of this Agreement and Closing, the Seller shall and/or shall procure that the relevant members of the Seller’s Group shall maintain in force all Seller’s Insurance Policies inter alia for the benefit of the Company.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

Without prejudice to the generality of Clause 6.1.1, prior to Closing the Seller shall, and shall procure that the Company shall allow the Purchaser and its agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Company, provided that the obligations of the Seller under this Clause shall not extend to allowing access to information which is (i) reasonably regarded as confidential to the activities of the Seller otherwise than in relation to the Company or (ii) commercially sensitive information of the Company if such information cannot be shared with the Purchaser prior to Closing in compliance with applicable law.

The provisions of Schedule 14 shall apply.

Subject to Clause 4, Closing shall take place at the offices of the Seller’s Lawyers in London, or remotely, on the last Business Day of the month in which notification of the fulfilment or waiver of the conditions set out in Clause 4.1, or at such other location or on such other date as may be agreed between the Purchaser and the Seller.

On the date fixed for Closing in accordance with Clause 8.1, the Seller and the Purchaser shall comply with their respective obligations specified in Schedule 5, subject to Clause 8.4.

plus

minus

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

the documents and items delivered pursuant to Clause 8.2 and Schedule 5 shall cease to be held to the order of the person delivering them and Closing shall have taken place.

If a party fails to comply with any material obligation in Clauses 8.2 and 8.3 and Schedule 5, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (without prejudice to the right to claim damages or other compensation) by written notice to the other:

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The Seller shall procure that as soon as practicable following Closing there shall be drawn up a draft of the Closing Statement (the “Draft Closing Statement”) in accordance with Schedule 6.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

Following determination of the Closing Statement pursuant to Clause 9.2 and paragraph 3 of Part 1 of Schedule 6, if the amount of any Intra-Group Payable and/or any Intra-Group Receivable contained in the Closing Statement is greater or less than the amount of the corresponding Estimated Intra-Group Payable or Estimated Intra-Group Receivable, then the Seller and the Purchaser shall procure that such adjustments to the payments pursuant to Clause 8.6.1 are made as are necessary to ensure that (taking into account such adjustments) the actual amount of each Intra-Group Payable and each Intra-Group Receivable has been repaid by the Company to the relevant member of the Seller’s Group or by the relevant member of the Seller’s Group to the Company, as the case may be.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The Seller’s Warranties and all other provisions of this Agreement, if and to the extent that they have not been performed by Closing, shall not be extinguished or affected by Closing or by any other event or matter (including any satisfaction and/or waiver of any condition contained in Clause 4.1), except by a specific and duly authorised written waiver or release by the Purchaser.

Save in the case of fraud or as otherwise stated in the Transaction Documents, the Seller undertakes to the Purchaser to waive any rights, remedies or claims which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company or its directors, officers or employees in connection with assisting the Seller in the giving of any Warranty or the preparation of the Disclosure Letter.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The Seller shall not be liable for any Claim, and the Purchaser shall not be liable for any Purchaser Warranty Claim, in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable and provided this occurs before the expiry of the time limit for notifying such Claim under this Agreement.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The Seller shall not be liable for any Claim, and the Purchaser shall not be liable for any Purchaser Warranty Claim, in respect of any loss of profit, loss of goodwill or any indirect or consequential losses suffered by the Purchaser or the Purchaser’s Group or the Seller.

The Seller shall not be liable for any Claim if and to the extent that, an allowance, provision or reserve is made in the Accounts and/or Closing Statement for the matter giving rise to the Claim.

The exclusive remedies of the Parties against each other in connection with the Environment and the Tailing Storage Facility shall be those contained in Schedule 4. For the avoidance of doubt, the warranties in respect of the Environment at paragraph 10 of Schedule 7 shall not provide an additional or alternative remedy to those contained in Schedule 4 or Clause 7.1.1(iii).

The Seller shall not be liable for any Claim if and to the extent that the Claim has arisen as a result of:

any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or otherwise at the request in writing or with the approval in writing of the Purchaser;

any act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or the Company or its directors, officers, employees or agents, after Closing except where such act, omission or transaction was carried out or effected (i) pursuant to a legally binding obligation entered into by the Company on or before the date of this Agreement; or (ii) in the ordinary course of business of the Company as carried on at the date of this Agreement;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

any change in accounting policy, bases or practice of the Purchaser or the Purchaser’s Group introduced or having effect after the date of this Agreement (other than to the extent such changes are necessary to comply with applicable law or accounting policies, bases or practice in force at or prior to the date of this Agreement).

The Seller shall not be liable for any Claim in respect of any Losses suffered by the Purchaser or the Company if and to the extent that a member of the Purchaser’s Group receives any corresponding savings or net quantifiable financial benefit arising directly from such Losses or the facts giving rise to such Losses (for example where the amount (if any) by which any Taxation for any member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result of the matter giving rise to such liability). The same limitations set forth in this Clause 11.11 shall apply to any Purchaser Warranty Claim.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The Seller shall not be liable for any Warranty Claim if and to the extent that the facts, matters or circumstances giving rise to the Warranty Claim were known by the following individuals prior to signing this Agreement:

The Seller shall not be liable to pay an amount in discharge of any Claim unless and until the liability for which the Claim is made has become due and payable.

If, before the Seller pays an amount in discharge of any Claim, the Purchaser or the Company recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Purchaser shall procure that any actual recovery less any reasonable costs incurred in obtaining such recovery shall reduce or satisfy, as the case may be, such Claim to the extent of such recovery.

If the Seller has paid an amount in discharge of any Claim and subsequently the Purchaser or the Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or the Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Seller shall be subrogated to all rights that the Purchaser has or would otherwise have in respect of the claim against the third party or, if subrogation is not possible, the Purchaser shall procure that all steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the Company shall, pay to the Seller as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Seller to the Purchaser less any Taxation attributable to it. Any payment made by the Purchaser to the Seller under this Clause shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.3 shall apply mutatis mutandis.

No party may recover for breach of or under this Agreement or otherwise more than once in respect of the same Losses suffered or amount for which the party is otherwise entitled to claim (or part of such Losses or amount), and no amount (including any Tax relief) (or part of any amount) shall be taken into account, set off or credited more than once for breach of or under this Agreement or otherwise, with the intent that there will be no double counting for breach of or under this Agreement or otherwise.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The Parties shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability for any claim for breach of or under this Agreement.

None of the limitations contained in Clause 11 shall apply to any claim for breach of or under this Agreement if and to the extent it arises or is increased as a result of fraud by the Seller or any of its directors, officers or employees.

If the Purchaser or the Company becomes aware of any fact, matter or circumstance that may give rise to a Claim (other than a liability which is contingent only, and ignoring for these purposes the application of Clause 11.3), the Purchaser shall as soon as reasonably practicable give a notice in writing to the Seller setting out such information as is available to the Purchaser or the Company as is reasonably necessary to enable the Seller to assess the merits of the potential Claim, to act to preserve evidence and to make such provision as the Seller may consider necessary. Failure to give notice within such period shall not affect the rights of the Purchaser except if and to the extent that the Seller is prejudiced by the failure.

Notice of any Claim under Clause 12.1 shall be given by the Purchaser to the Seller as soon as possible and in any event within the time limits specified in Clause 11 and shall, to the extent not already provided, set out such information as is available to the Purchaser or the Company as is reasonably necessary to enable the Seller to assess the merits of the Claim, including in relation to the legal and factual basis of the Claim (including, if applicable, evidence of any Third Party Claim) and the Purchaser’s estimate of the amount of Losses which is, or is to be, the subject of the Claim. Such notice shall indicate if the Purchaser considers the Claim to be a Third Party Claim related to criminal, social, environmental, anticorruption or compliance related matters (each such Third Party Claim being a “Retained Third Party Claim”).

Any Claim notified pursuant to Clause 12.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn six months after the notice is given pursuant to Clause 12.2 unless at the relevant time legal proceedings in respect of the Claim have been commenced by being both issued and served by the Purchaser or its Affiliates, and it is acknowledged that such legal proceedings may need to be commenced while the Seller has conduct of the Claim under Clause 12.6.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

In connection with any matter or circumstance set out in a notice of Claim:

No claim shall lie against the Seller under the Fundamental Warranties or the Specific Indemnities to the extent that within 30 days following receipt of notification thereof in accordance with Clause 11.1.1 the matter giving rise to such claim is remedied to the reasonable satisfaction of the Purchaser.

The provisions of Paragraph 1.1 of Schedule 15 shall apply.

The provisions of Paragraph 1.2 of Schedule 15 shall apply.

The provisions of Paragraph 1 of Schedule 16 shall apply.

The provisions of Paragraph 2 of Schedule 16 shall apply.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The provisions of Paragraph 3 of Schedule 16 shall apply.

The provisions of Paragraph 4 of Schedule 16 shall apply.

Pending Closing, no announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or any member of the Purchaser’s Group without the prior written consent of the Seller and the Purchaser such consent not to be unreasonably withheld or delayed. This shall not prevent any member of the Seller’s Group from making such announcements or communications to any trade unions, works councils or employee representative bodies relevant to the Employees which that member of the Seller’s Group, acting reasonably, considers necessary or appropriate. This shall not affect any announcement, communication, or circular required by law or any governmental or regulatory body or the rules of any stock exchange on which the shares of either party or its holding company are listed but the party with an obligation to make an announcement or communication or issue a circular (or whose holding company has such an obligation) shall consult with the other party (or shall procure that its holding company consults with the other party) insofar as is reasonably practicable before complying with such an obligation.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. 

provided that prior to disclosure or use of any information pursuant to Clause 14.2.3(i), (ii) or (iii), the party concerned shall, where not prohibited by law, consult with the other Party insofar as is reasonably practicable.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

provided that, without prejudice to any duties of confidentiality contained in this Agreement or the Confidentiality Agreement, the Purchaser may retain any Confidential Information as may be required by law or regulation.

The Purchaser acknowledges and agrees that from the Closing Date:

With respect to any claim made before the Closing Date by or on behalf of the Company under any Seller’s Insurance Policy, if and to the extent that:

the Seller shall use reasonable endeavours after the Closing Date to recover all monies due from insurers and shall pay any monies received (after taking into account any deductible under the Seller’s Insurance Policies and less any Taxation suffered on the proceeds and any reasonable out of pocket expenses suffered or incurred by the Seller or any member of the Seller’s Group in connection with the claim) to the Purchaser or, at the Purchaser’s written direction, the Company as soon as practicable after receipt.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The Seller and the Purchaser acknowledge and agree that a member of the Seller’s Group has or may make an offer of employment to each of the Retained Employees and, if such an offer of employment is accepted, the Seller and the Purchaser agree that the relevant Retained Employee shall be excluded from the definition of Employees.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

[***]

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

This Agreement is a contract within the meaning of Regulation 4(i) of The Business Contract Terms (Assignment of Receivables) Regulations 2018 and, accordingly, Regulation 2 of those Regulations does not apply to it.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

respectively, may be set off against each other to produce a net sum;

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

If a party defaults in the payment when due of any sum payable under this Agreement, its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum of [***] per cent above the Bank of England’s Bank Rate as published by the Bank of England from time to time. Such interest shall accrue from day to day and shall be compounded monthly.

The Purchaser shall bear the cost of all stamp duty, stamp duty reserve tax, any notarial fees and all registration and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the transactions contemplated by this Agreement. The Purchaser shall arrange the payment of such stamp duty, stamp duty reserve tax, and all other such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment. The Purchaser shall pay to the Seller or any other member of the Seller’s Group an amount equal to any Losses suffered by the Seller or member of the Seller’s Group as a result of the Purchaser failing to comply with its obligations under this Clause 17.12.

Where under the terms of this Agreement one party is liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment shall include an amount equal to any VAT thereon not otherwise recoverable by the other party or the representative member of any VAT group of which it forms part, subject to that person or representative member using reasonable endeavours to recover such amount of VAT as may be practicable. If the costs, charges or expenses relate to a supply made to the party being indemnified or reimbursed (the “Payee”) in its capacity as agent of the payer which is treated for VAT purposes as a supply made direct to the payer, the Payee shall use reasonable endeavours to procure that the supplier issues to the payer a valid VAT invoice.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The Seller

AngloGold South America Limited

Commerce House Wickhams Cay 1, PO BOX 3140, Road Town, Tortola, VG1110, British Virgin Islands

E-mail: [***]

Cc: [***]

Attention: [***]

with a copy (which shall not constitute a Notice) to:

Linklaters LLP

[***]

Attention: [***]

E-mail: [***]

The Purchaser

Fazenda São Francisco, s/n, Rodovia Br 226, Km 150, Zona Rural, Município de Currais Novos, Rio Grande do Norte, Zip Code 59.380-000

E-mail: [***]

Cc: [***]

Attention: [***]

A Notice to the Purchaser’s Guarantor shall be sent to such party at the following address, or to such other person or address as the Purchaser’s Guarantor may notify to the Seller from time to time:

The Purchaser’s Guarantor

Aura Minerals Inc.

Craigmuir Chambers Road Town, Tortola, VG1110, British Virgin Islands

E-mail: [***]

Cc: [***]

Attention: [***]

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. The Seller and the Purchaser may enter into this Agreement by signing any such counterpart.

The provisions of Schedule 18 shall apply.

Subject to Clause 9 (Post-Closing Adjustments), any dispute arising out of or connected with this Agreement, including a dispute as to the validity, existence or termination of this Agreement or this Clause 17.18 or any non-contractual obligation arising out of or in connection with this Agreement, shall be resolved by arbitration with seat (or legal place) in London conducted in English by three arbitrators pursuant to the rules of the London Court of International Arbitration (“LCIA”), save that unless the parties agree otherwise:

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

The provisions of Schedule 19 shall apply.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

In witness whereof this Agreement has been duly executed.

SIGNED by                        on behalf of AngloGold South America Limited:
		Signature

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

SIGNED by                        on behalf of Cascar Do Brasil Mineracao Ltda.:
		Signature

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

SIGNED by                        on behalf of Aura Minerals Inc.:
		Signature

43