Letlole La Rona : AMENDED AND RESTATED DEBENTURE TRUST DEED IN RESPECT OF THE LETLOLE LA RONA LIMITED DEBENTURE TRUST DEED-TRACKED CHANGES

AMENDED AND RESTATED DEBENTURE TRUST DEED

IN RESPECT OF THE

LETLOLE LA RONA LIMITED DEBENTURE TRUST DEED

(REGISTRATION NO: CO2010/6316, UIN BW00001394482)

and

CORPSERVE TRANSACTION MANAGEMENT SERVICES PTY LTD

TBC

( UIN BW00000029505)

CONTENTS
1.	AMENDED AND RESTATED DEBENTURE TRUST DEED	33
2.	APPOINTMENT OF TRUSTEE	3
2.	ISSUE OF DEBENTURES AND BSE LISTING REQUIREMENTS	6
3.	TRANSFER OF DEBENTURES	7
4.	SUBORDINATION	88
5.	INTEREST	1111
6.	PAYMENTS OF INTEREST TO DEBENTURE HOLDERS	1212
7.	REPAYMENTS OF DEBENTURES	1212
8.	APPLICATION OF MONEYS BY TRUSTEE	1515
9.	PREFERENCE	1616
10.	POWERS OF TRUSTEE	1616
11.	GENERAL PROVISIONS REGARDING TRUSTEE'S DISCRETION AND RESPONSIBILITIES	1818
12.	INDULGENCE	1818
13.	OBLIGATIONS OF THE COMPANY	1818
14.	TRUSTEE'S FEES	1919
15.	CESSATION OF OFFICE OF TRUSTEE AND APPOINTMENT OF NEW TRUSTEE	2020
16.	TRUSTEE'S FUDICIARY POSITION	2021
17.	INDEMNITY	2121
18.	DOMICILIUM AND NOTICES	2121
19.	MEETINGS AND POWERS OF DEBENTURE HOLDERS	2324
20.	APPLICABLE LAW	2424
21.	FURTHER RIGHTS OF DEBENTURE HOLDERS	2424
22.	CONVERSION OF DEBENTURES	2425
23.	ARBITRATION	2526
24.	AMENDMENT	2627
25.	COSTS	2727
26.	ACCEPTANCE	2727
27.	ONUS	2727
28.	AMENDMENT OF BORROWING POWERS OF THE COMPANY	2728
29.	REGISTER	2728
2.	REQUISITION	3030
3.	CONVENING OF MEETINGS BY REQUISITIONISTS	3031
4.	NOTICE OF MEETING	3131
5.	QUORUM	3131
6.	CHAIRMAN	3132
7.	RIGHT OF THE COMPANY AT MEETINGS	3232
8.	ADJOURNMENT	3232
9.	HOW QUESTIONS DECIDED	3232
10.	VOTES	3333
11.	PROXIES	3333
12.	MINUTES	3334

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1. AMENDED AND RESTATED DEBENTURE TRUST DEED

1. This Amended and Restated Debenture Trust Deed amends and restates by replacing in its entirety the debenture trust deed in respect of the Letlole La Rona Debenture Trust Deed, and any amendments effected thereto.
2. This Trust Deed governs the issue of Debentures and whereas the Letlole La Rona Constitution governs the issue of ordinary shares. To the extent that there may be any inconsistency between this Trust Deed and the Constitution, or where the Trust Deed is silent on any issue, which, without limitation, affects the creation, issue, allotment or calling or holding of meetings or any other matter in relation to Linked Units of the holders thereof and their rights, the provisions of this Constitution shall prevail.

1.2. APPOINTMENT OF TRUSTEE

1.12.1The Trustee is hereby appointed as the representative of the Debenture Holders in accordance with this Trust Deed and applicable law, which appointment he accepts.

1.22.2The Trustee, in accepting this appointment, records that he does not have any interest or relationship with the issuer of the Linked Units, being the Company,which might conflict with his position as Trustee.

WHEREAS IT IS AGREED AS FOLLOWS:-

1. The headings to the clauses are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify or amplify the terms of this agreement nor any clause. In this agreement, unless a contrary intention clearly appears:

1. Words importing-
2. 1. Any one gender include the other gender;
   2. The singular include the plural and vice versa; and
   3. Natural persons include created entities (corporate or unincorporated) and vice versa;
3. The following terms shall have the meanings assigned to them hereunder and cognate expressions shall a corresponding meaning, namely-

1.2.1	"Act"	means the Companies Act, 2003 (No 32 of 2004)[Cap
		42:01] of the Laws of Botswana,as amended from
		time to time;
1.2.2	"BSEL"	means the Botswana Stock Exchange Limited
		established in terms of the Botswana Stock Exchange

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Exchange Act Cap 56:08 and regulated in terms of the

Regulations and Rules promulgated pursuant thereto;

1.2.3 "Business Day"means any day excluding a Saturday, Sunday or public holiday in the Republic of Botswana;

1.2.4	"Linked Unit"	means a Linked Unit comprising
		1.2.4.1 one ordinary share in the issued share capital
		of the Company; and
		1.2.4.2 one Debenture in the issued Debenture capital
		of the Company.
		indivisibly linked;
1.2.5	"Company"	means Letlole La Rona Limited, a company
		incorporated with limited liability according to the
		laws of Botswana of UIN BW00001394482under
		Company Number CO2010/6316;

1.2.51.2.6. ''Constitution''means the adopted Letlole La Rona Limited

Constitution, as may be amended from time to time;

1. "Debenture Holders" means the registered holders for the time being of the Debentures forming part of Linked Units;
2. "Debentures"means the Debentures governed by the Debenture Trust Deed and specifically, the Debenture that on issue is inextricably linked to an ordinary share to constitute a Linked-Unit;
3. 1. All the Debentures governed by the Deed; or
   2. Where so indicated by the context, the Debentures of any one or more issues of Debentures governed by this Deed as part of Linked Units;
4. "TrustDeed "or "the Deed" means the Letlole La Rona LimitedisDebenture Ttrust Deed, the schedule heretoand any supplementaryl Debenturetrust deeds which may be made on each issue of Debentures and the schedules thereto;
5. "Record Date"means a date fixed by the directors of the Company, prior to any payment of interest on the Debentures in respect of any financial year, for the determination of the Debentures Holders entitled to receive that

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payment, which date shall not be less than 10 (ten) nor

more than 20 (twenty) Business days before that payment and which shall, if the Debenture is listed on the BSE, always be on a Friday or if a Friday is a public holiday in Botswana, the first Business day preceding the public holiday;

1. "Ordinary Resolution" means a resolution passed at a properly constituted meeting of Debenture Holders, upon a show of hands, by a majority of the Debenture Holders in person and voting thereat or, if a poll is duly demanded, by a majority of the votes cast at such poll by Debenture Holders present in person or by proxy.
2. "Ordinary Shares" means a share in the share capital of the Companyordinary shares, issued from time to time by the Company, with the consent of the Trustee;

1.2.12 "Register"	means the register or, as the case may be, registers of
	Debenture Holders maintained by the Company in
	terms of Act;

1. "Special Resolution" means a resolution passed at a properly constituted meeting of Debenture Holders, upon a show of hands, by a majority consisting of not less than 75% (seventy five percent) of the votes cast at such poll by debenture Holders present in person or by proxy;
2. "Transfer Office" means the office of the transfer secretaries of the Company from time to time;
3. "Trustee"means (TBA)any directorof Corpserve Transaction Management Services Pty Ltdand his successors-in-title, as may have been approved in writing by the Ministerand any future Trustee appointed under this Deed, whilst acting in that capacity;
4. "Unsubordinated

Creditors"means at any particular date, all creditors of the Company, other than the Debenture Holders in respect of the Debentures, who have claims against the Company which, if that date were the commencement of the winding up of the Company, would be admissible in proof against the Company, including those having contingent claims against the Company, at a value determined by the Company and

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approved by the Trustee, which approval shall not unnecessarily be withheld.

1. Any reference to an enactment is to that enactment as at the date of signature hereof and as amended or re-enacted from time to time.
2. If any provision is a definition is a substantive provision imposing rights or obligations on any part, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Deed.
3. When any number of days is prescribed in this Deeds, same shall be reckoned exclusively of the first and inclusively of the last day unless the last days fall on a Saturday, Sunday or public holiday in Botswana, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday in Botswana.
4. Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.
5. Schedules or annexures to this Deed shall be deemed to be incorporated in and form part of this Deed.
6. All decimals of a thebe arising in any final calculation in respect of Debentures will be rounded to the nearest thebe. Decimals in excess of 0.5 (nought comma five) will be rounded down to the nearest thebe and decimals of 0.5 (night comma five) and below will be rounded down to the nearest thebe.

2. ISSUE OF DEBENTURES AND BSE LISTING REQUIREMENTS

1. The directors of the Company may by resolution, and subject to clauses 2.5, 2.6 and 2.7, resolve to create and issue Debentures to be governed by this Deed and to be issued subject to the terms of this Deed and the BSE Listing Requirements. Each subsequent issue of Debentures shall be the subject of a supplemental Debenture trust Deed.
2. In respect of the first issue of Debentures, which is the subject of this Deed, the Company in acknowledgement of the loan represented by each of such Debentures, makes the undertakings in respect of interest and redemption thereof set forth in clauses 5 and 7.
3. In respect of the first Debentures which are linked to Ordinary Shares, 1/20 of the issue price shall be allocated to stated share capital and 19/20 thereof allocated to Debenture capital.
4. Each subsequent issue of Debentures shall be the subject of a supplemental Debenture trust deed, which shall form part of this Trust Deed.
5. The issue of Debentures to be governed by this Deed and the contents of all supplemental Debenture trust deeds hereto, shall be subject to the consent of the Trustee, which consent shall not unreasonably be withheld.

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1. All issues of Debenture to be governed by this Deed, subsequent to the first such issue of Debentures, may only be issued either;
2. 1. By way of rights to the holders of Linked Units at the relevant time; Or
   2. As the consideration of the acquisition by the Company or any of its subsidiaries of property, corporeal or incorporeal, or for shares in and loan accounts against companies owing such property;
   3. In terms of the BSE Listing Requirements;
3. All Debentures issued in terms of this Deed shall, unless otherwise provided in the relevant supplemental trust deed;
4. 1. In the event of the liquidation or winding up of the Company, no matter when issued, rank pari passu in all respects with regard to payment in terms of clause 7.1 but, for the purpose of proving claims against the Company, the Trustee shall, subject to clause 5, claim separately for the amounts due to the holders of each specific issue of Debentures in terms of this and any supplemental Debenture trust Deed.
   2. For the purposes of payment of the respective amounts due to Debenture Holdings on redemption in terms of clause 7.2, rank pari passu in all respects.
5. The terms of issues of Debentures subsequent to the first issue shall be set out in a supplemental Debentures trust deed between the Company and the trustee, and each such deed shall form an integral part of this Deeds. Each supplemental Debenture trust deed shall record the capital amount of the relevant Debenture issue together with all the terms and conditions thereof to the extent that such terms are not contained in this Deed.

3. CERTIFICATES ANDTRANSFER OF DEBENTURES

1. The transfer of Linked Units held on the Central Securities Depository of Botswana (CSDB) will be by way of prescribed transfer form and according to the Rules of the CSDB.

2.9 The company may issue a certificate/s, in respect of Linked Units held by physical certificate, allotted and issued to every Debenture Holder within 21 (twenty-one) days after the date of allotment and issue (which shall be in the form of a single certificate for the shares and Debentures comprising the Linked Units, provided that;

2.9.1 Joint holders shall be entitled to one certificate only in respect of the Debentures of Linked units held by them jointly;

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1. 2.9.2 Delivery of that certificate to any one of the joint holders shall be good delivery to all of them.

2. Certificates shall be dispatched by pre-paid registered post or certified mail to the Debenture Holders, at the risk of the holders in question.
3. Every transfer of a debenture forming part of a linked Unit shall be in writing in the usual form, and the form of transfer shall be signed by the registered holder or his duly authorised agent, provided that the Linked Units as a whole shall be transferred and in that event any reference herein to "Debentures" shall be read as a reference to "linked". The transfer form shall be delivered to the Company's transfer secretaries together with the certificates in respect of the Debentures to be transferred and such evidence as to identify, title, authority and legal capacity of the transferor and transferee and their respective agents, if any, as the company may reasonably require. The Company shall not be bound to enter in the register notice or to recognise any right of any other person to the Debentures or to the benefit of the Debentures. No transfer of any Debentures shall be registered while the register is closed.
4. Each certificate shall be signed by 2 (two) directors of the Company and the Transfer Secretary of the Company.
5. Any signature referred to in clause 3.4 may be affixed to a certificate by autographic or mechanical means approved by the auditors of the Company, and if the Linked Units are listed by the BSE, as approved by the BSE or if the Linked Units are listed on any other stock exchange, as approved by the appropriate regulatory authority.
6. In the event of any certificate being lost, destroyed or spoilt, upon proof thereof to the satisfaction of the Company and upon being provided such indemnity and security as it may require, the company shall issue a substitute certificate in place of the original to the person entitled thereto.

2.153.2In the event of the death of any one joint holder or holders of the Debentures, the survivor or survivors of them will be the only person or persons recognised by the Company as having any title to or interest in the Debentures until the deceased's interest in the Debentures has been transferred.

2.163.3Units from the CSDB, the CSDB shall forward the withdrawal transfer form to the Company's transfer secretary who shall register the securities and withdrawn in the physical scrip register of the listed Company and issue a securities certificate in the name of the Debenture Holder.

3.4. SUBORDINATION

3.14.1The Debentures shall not be subordinated save in the event of;

3.1.14.1.1Liquidation or winding up of the Company; or

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3.1.24.1.2The auditors of the Company giving written notice to the Trustee that the Company is insolvent, either because its liabilities exceed its assets or because it is not able or unlikely to be able to pay its debts ad and when same became due for payment; or

3.1.34.1.3The happening of an event set forth in clause 7.2.

3.24.2If the Debentures became subordinated pursuant to a liquidation or winding up of the Company and the Debentures become repayable in accordance with clause 7, repayment of the Debentures shall be made after the Unsubordinated Creditors, who shall be entitled to receive payment in full of their claims of whatever nature before the Debenture Holders receive any repayment. In order to ensure the fulfilment of the provisions of this sub-clause;

3.2.14.2.1The trustee shall be the only person entitled to make and prove claims on behalf of the Debenture Holders and such claims shall be made and proved in the name of the Trustee.

3.2.24.2.2Any claim made or proved by the Trustee shall be subject to the condition that no amount shall be paid in respect thereof to the extent that the effect of such payment would be that any amount due to the Unsubordinated Creditors would be reduced.

3.2.34.2.3If the liquidator is not prepared or is unable to accept claims proved subject to

the condition contained in clause 4.2.2 then the following shall apply:

3.2.3.14.2.3.1The trustee shall make or prove claims for the full amount due to the Debenture Holders.

3.2.3.24.2.3.2Any amount in respect of the Debenture paid pursuant to clause

4.2.3.1 to the trustee pari passu with the amounts payable to the Unsubordinated Creditors shall be held by the Trustee in trust-

3.2.3.2.14.2.3.2.1for distribution, subject to clause 8.1.1 amongst the Unsubordinated Creditors in the winding-up as if the claims in respect of the Debentures had been subordinated as aforesaid, and the said trust may be performed by the Trustee by repaying to the liquidator the amount due to the Unsubordinated Creditors upon trust to distribute the same accordingly or in any other equitable manner, and the Trustee shall not be bound to supervise such distribution: and

3.2.3.2.24.2.3.2.2the Trustee shall receive for distribution amongst the Debenture Holders only such amount (if any) as shall be available to be applied in or towards payment of the amount owing in respect of their Debentures after the

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claims of the Unsubordinated Creditors shall have been satisfied, paid or provided for in full.

3.34.3If the Debentures become subordinated pursuant to a notice given in terms of clause 4.1 and in the event of the Debentures becoming payable in terms of clause 7, no repayment shall be made to Debenture Holders until the Unsubordinated Creditors on the date on which the trustee gives notice to the Company in terms of clause 7.4 (the notice date) shall have been consulted and their claims settled or secured as set out below;

3.3.14.3.1The Company shall within 10 (ten) Business days of the notice,date, compile from its records a list of Unsubordinated Creditors (the list) at the date showing the nature and amount of their claims;

3.3.24.3.2Within 20 (twenty) Business days of the notice date, the Company shall advise all persons on the list in writing by ordinary mail that the Debentures are to be repaid and that objections thereto are to be received by the Trustee within a period of 20 (twenty) Business days from the date of posting that advice to Unsubordinated Creditors;

3.3.34.3.3If an Unsubordinated Creditors as at the notice date objects to the repayment of the Debentures the Company shall in its discretion either

3.3.3.14.3.3.1Settle the claim of the Unsubordinated Creditor concerned; or

3.3.3.24.3.3.2Secure the payment of the Unsubordinated Creditor's claim in any manner reasonably required by the Unsubordinated Creditor concerned;

3.3.44.3.4The auditors of the Company shall report to the Trustee upon the carrying out of the clauses 4.3.1 to 4.3.3 and no payment in respect of the Debentures shall be made in terms hereof unless the said auditors report that the said provisions have been properly carried out;

3.3.54.3.5Nothing contained in this clause 4.3 shall preclude the Trustee from making application to wind up the Company, in which event the provisions of clause 4.2 shall apply.

3.44.4The rights of the Debenture Holders to repayment in accordance with clause 7 shall be subordinated to the claims of the Unsubordinated Creditors in the manner set out hereafter.

3.54.5If the Debentures become repayable in accordance with clause 7, that repayment shall be made after the Unsubordinated Creditors, who shall be entitled to receive payment in full of their claims of whatever nature before the Debenture Holders receive any payment. In order to ensure the fulfilment of the provisions of this sub-clause-

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