27 January 2009

The Company Announcements Office ASX Limited

Via E Lodgement

Amended notice of change of interests of substantial holder

Find to follow an amended notice of change of interests of substantial holder that replaces the release made earlier today.

Please note the inclusion of Annexure A and B that were omitted from the earlier release in error.

Yours faithfully CAPE LAMBERT IRON ORE LIMITED

Timothy Turner Company Secretary

For more information please contact:

Cape Lambert Iron Ore Limited Timothy Turner +61 8 9380 9555

Website www.capelam.com.au

Form 604 Corporations Act 2001 Section 671 B

Notice of change of interests of substantial holder

TO Company NamelScheme		Lambert Iron Ore Limited
ACNIARSN	ACN 095 047 920
Details of substantial holder (1) 1. Name		Afncan Minerals Limited on its own behalf and on behalf of Its controlled entities (including Marampa Iron Ore Limited and those named in Annexure A, collectively the "Controlled Entities")
ACNIARSN (if applicable)	number 34816
There was a change in the interests of the
substantial holder on		22/0112009
The previous notice was given to the company on		03/10/2008
The previous notice was dated		03/1012008

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest

		Voting power (5)
IOrdinary	44,000,000	8,7% (In the previous notice given by African Minerals Limited the 44,000,000 shares were noted as giving African Minerals Limited voting power of 9,09%, Since 61 ,000,000 that notice Cape Lambert Iron Ore Limited has issued ordinary shares. AML's voting	11,65%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant Interest changed	Nature of change (6)	Consideration given in relation to change (7) 1_	Class and number of securities affected	Person's vot=--! affected
22101/2009	'Marampa Iron Ore Limited	Acquisition of agreement dated 22/0112009 attached las Annexure B	~ 17,000,000 ordinary Pursuant to the agreement ,shares pursuant to an dated 22/01/2009 attached : _+-__-+a~sAnn_e_x_u_re__B__ ---L- ___," __-+_______~	17,000,000 ordinary 17.000,000 shares
22/0112009	African Minerals ,Limited	Pursuant to the	IPursuant to the agreement 117.000,000 ordinary 1'17 000 000 agreement attached attached as Annexure B L__+-_,_-f.a~s~A~nn~e~x~u~re~BL---~--,------------------~I------,____~----------------~	,shares	' ,
			of the Controlled ,:gU;!~~~~~;~:ched 'Pursuant to the agreement 117,000,000 ordinary '17 000 000 attached as Annexure B	!shares	' ,

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant , interest (6)	, Class and number of securities	Person's votes , "------,---t----------------i
Marampa Iron	1~----------"----------------+---------------4:P-u-r-s-u-a-nt-t-o-S-e-ction Marampa Iron Ore LO_re_L_im_i_te_d_--'Li,_m_lt_e_d_-'-LI_m_lt_e_d	Marampa Iron Ore	1608(1 )(a) ofthe ~orporations Act 2001 (Cth) Ishare_s____--''--_	117,00,,0,000 ordinary 17,000,000

Klllm kdg.:J O()()0677, I

'Limited	'African Minerals I~arampa Iron Ore Limited	IMarampa Iron Ore ,Limited	Pursuant to section 608(3) of the Corporations Act 2001 (Cth)	17,000,000 ordinary 17,000,000 shares
Each of the :Controlled I Entities I	Marampa Iron Ore Limited	I IMarampa Iron Ore Limited	Each of the Controlled Entities is an associate of African Minerals Limited Iwithin the meaning of Isection 12(2)(a) ofthe Corporations Act 2001 (Cth) shares and has a relevant interest in the shares in which African Minerals Limited has a relevant interest.	17,000,000 ordinary 17,000,000

Knowledge\OOOO677.!

5. Changes in association

The persons who have become associates (2) of. ceased to be associates of. or have changed the nature of their association (9) with. the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name.	Address
African Minerals Limited	Chancery Hall, 52 Reid Road Hamilton, HM12, Bermuda
Marampa Iron Ore Limited	Chancery Hall, 52 Reid Road Hamilton, HM12, Bermuda
Each of the Controlled Entities	Ic/- Chancery Hall, 52 Reid Road Hamilton, HM12, Bermuda

Signature

print name	Ian Dickson	capacity	General Counsel
sign here	CXfC4--1.i	date	23101/2009

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations. or the manager and trustee of an equity trust). the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar. they may be referred to throughout the form as a specifically named group if the membership of each group. with the names and addresses of members is clearly set out in paragraph 6 of the form
(2) See the definition of "associate" in section 9 of the Corporations Act 2001
(3) See the definition of "relevant interest" in sections 608 and 671 B(7) of the Corporations Act 2001.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100

(6) Include details of'
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671 B(4) applies, a copy of any document setting out the terms of any relevant agreement. and a statement by the person giving full and accurate details of any contract. scheme or arrangement must accompany this form, together with a written statement certifying this contract. scheme or arrangement: and

(b) any qualification of the power of a person to exercise. control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001

(7) Details of the consideration must include any and all benefits, money and other. that any person from whom a relevant interest was acquired has. or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'''.

(g) Give details. if appropriate, of the present association and any change in that association since the last substantial holding notice

KnowJt:dgc\I0000677.1

Annexure A

This is Annexure A of I page referred to I the Fonn 604 (Notice of change of interests of substantial holder) given by African Minerals Limited on its own behalf and on behalf of its Controlled Entities (including Marampa Iron Ore Limited).

Controlled Entities

Marampa Iron Ore Limited
Tonkolili Iron Ore Limited
Gori Hills Nickel Limited
Nimini Hills Nickel Limited
Lovetta Uranium Limited
Sierra Leone Gold Limited
Sierra Leone Hardrock Limited
African Port & Railway Services Limited
African Minerals (UK) Limited
African Minerals (Guernsey) Limited
White River Resources Limited

Ian Dickson General Counsel African Minerals Limited

Legal\J 08548043.1

Annexure B

This is Annexure B of I pages referred to I the Form 604 (Notice ofchange of interests ofsubstantial holder) given by African Minerals Limited on its own behalf and on behalf of its Controlled Entities (including Marampa Iron Ore Limited).

Ian Dickson

General Counsel

African Minerals Limited

Legal\I08548043.1

Cape Lambert Iron Ore Limited

and

African Minerals Limited

and

Marampa Iron Ore Limited

Agreement

1	Interpretation	1
2	Subscription and Completion	5
3	Marampa Warranties	7
4	CLIO Warranties	7
5	Announcements	8
6	Assignment	9
7	CLIO Option and consideration for exercise of CLIO Option	9
8	Variation of the First Marampa Agreement	9
9	Third Party Rights	10
10	Interest	10
11	Withholding and Grossing Up	10
12	Waivers	11
13	Variation	11
14	Further Assurance	11
15	General	11
16	Costs	12
17	Entire agreement	12
18	Counterparts	12
19	Notices	13
20	Governing Law and Jurisdiction	14
	Schedule 1	16
	Marampa Warranties	16

THIS AGREEMENT is made on 22 January 2009

BETWEEN:

(1) CAPE LAMBERT IRON ORE LIMITED (incorporated under the laws of Australia with Australian Business Number 71 095 047 920) whose registered office is at 18 Oxford Close, Leederville, Western Australia 6007, Australia (CLIO);
(2) AFRICAN MINERALS LIMITED (incorporated in Alberta, Canada and continued into Bermuda under the Companies Act 1981 of Bermuda with registered number 34816) whose registered office is at Chancery Hall, 52 Reid Road, Hamilton, HM12, Bermuda (AML); and
(3) MARAMPA IRON ORE LIMITED (incorporated in Bermuda with registered number 39699) whose registered office is at Chancery Hall, 52 Reid Road, Hamilton, HM12, Bermuda (Marampa).

IT IS AGREED as follows:

1 Interpretation

1.1 In this agreement unless the context requires otherwise the following expressions have the following meanings:

AIM means a market operated by the London Stock Exchange;

AIM Rules means the AIM Rules for Companies and the AIM Rules for Nominated Advisers;

AIM Rules for Companies means the rules of the London Stock Exchange applicable to companies governing admission to and operation of AIM including the guidance notes contained in Part 2 of such rules and the Resources Companies Guidance;

AIM Rules for Nominated Advisers means the rules of the London Stock Exchange applicable to Nominated Advisers of companies traded or to be traded on AIM;

AML means African Minerals Limited.

AML Group means AML and its subsidiaries;

AML'S Solicitors means Clyde & Co LLP, 51 Eastcheap, London EC3M 1JP;

ASX means ASX Limited;

AUS\$ or \$ or dollars means Australian dollars, the lawful currency of Australia;

Australia means the Commonwealth of Australia;

Business Day means a day other than a Saturday, Sunday or public holiday in England and Wales or Bermuda;

BuyBack Agreement means the share buyback and restriction agreement, dated 1 Ocobter 2008, between the parties to this agreement;

CA 2006 means the Companies Act 2006 of the UK;

CLIO Consideration Shares means 17,000,000 ordinary shares in the capital of CLIO;

CLIO Consideration Share Rights means the right of the holders of the Marampa 'A' Shares to receive dividends or other distributions declared, paid or made and all other returns of capital made in respect of the CLIO Consideration Shares, and to exercise the voting rights in respect of the CLIO Consideration Shares and generally to enjoy all other rights of beneficial ownership in respect of the CLIO Consideration Shares;

CLIO Group means CLIO and its subsidiaries;

CLIO Option means the exclusive option granted in favour of CLIO to purchase the Marampa 'A' Shares from AML on the terms and conditions of the First Marampa Agreement;

Completion means the performance by the parties of their respective obligations in accordance with clause 2;

Corporations Act means the Corporations Act 2001 of Australia;

Encumbrance means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest or other claim, encumbrance or security interest of any kind whatsoever or another type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

FATA means the Foreign Acquisitions and Takeovers Act 1975 of Australia;

FIRB means the Foreign Investment Review Board of Australia;

First Marampa Agreement means the agreement between the parties dated 1 October 2008 pursuant to which CLIO was issued 43 B ordinary shares in Marampa, was granted the CLIO Option, and agreed to issue 44 million CLIO ordinary shares to Marampa.

Marampa 'A' Shares means the 100 issued ordinary 'A' shares of US\$1.00 each in the capital of Marampa, held by AML, having the rights and restrictions set out in the Marampa Bye-Laws, including the exclusive benefit of the CLIO Consideration Share Rights;

Marampa 'B' Shares means the 11 ordinary 'B' shares of US\$1.00 each in the capital of Marampa to be issued to CLIO pursuant to the terms of this agreement having the rights and restrictions set out in the Marampa Bye-Laws and which will not have the benefit of the CLIO Consideration Share Rights;

Marampa Bye-Laws means the Bye-Laws of Marampa;

Marampa Warranties means the warranties to be given by Marampa contained or referred to in clause 3 and/or set out in Schedule 1;

Resources Companies Guidance means the guidance note for mining, oil and gas companies issued by the London Stock Exchange in March 2006;

Surviving Provisions means clauses 1 (Interpretation), 15 (Interest); 16 (Withholding and Grossing Up); 17 (Waivers); 20 (General); 21 (Costs); 24 (Notices) and 25 (Governing Law and Jurisdiction);

Taxation or Tax means any form of taxation, levy, duty, charge, contribution or impost of whatever nature (including any related fine, penalty, surcharge or interest) imposed by a Tax Authority acting in its capacity as such;

Tax Authority means local, municipal, governmental, state, federal or other fiscal, revenue, customs or exercise authority, body or official anywhere in the world; and

UK means the United Kingdom of England, Scotland, Wales and Northern Ireland;

US\$ or US Dollars means U.S. Dollars, the lawful currency of the United States of America.

1.2 Unless otherwise stated, references in this agreement to clauses and Schedules are to clauses of and the Schedules to this agreement and references to this agreement include the Schedules.
1.3 In this agreement:
(a) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the terms of the words preceding those terms; and
(b) words importing the singular include the plural, and vice versa, words importing any gender include every gender and references to persons include bodies corporate, unincorporated associations and partnerships.
1.4 References in this agreement to statutory provisions shall be construed as references to those provisions as respectively replaced, amended or re-enacted or as their application is modified by other provisions from time to time (whether before or after the date of this agreement) and shall include any provisions of which they are re-enactments (whether with or without modification) and any subordinate legislation made under such provisions save to the extent that any such replacement, amendment or re-enactment which takes effect after the date of this agreement would impose any new or extended obligation or liability on or otherwise adversely affect the rights of any party.
1.5 A reference in this agreement to a document in the agreed form means in the form of the draft or proof of the document signed for the purposes of identification by or on behalf of each of the parties with such alterations (if any) as may subsequently be agreed by them.
1.6 A reference in this agreement to any document being certified shall be to such document as is certified as a true and complete copy by:
(a) in the case of a document relating to CLIO, CLIO's Solicitors; or
(b) in the case of a document relating to AML, AML's Solicitors; or
(c) in the case of a document relating to Marampa, Marampa's Solicitors.
1.7 Whenever used in this agreement, the expression subsidiaries has the meaning given to that term by section 1159 of CA 2006 and shall be deemed to include subsidiary undertakings (as defined by sections 1161 and 1162 of CA 2006).
1.8 The Interpretation Act 1978 shall apply to this agreement in the same way as it applies to an enactment.
1.9 The headings to the clauses of this agreement are for convenience only and have no legal effect.
1.10 In this agreement, references to times of day are to UK time.

2 Subscription and Completion

2.1 CLIO agrees to subscribe for the Marampa "B" Shares in consideration for CLIO issuing to Marampa the CLIO Consideration Shares.
2.2 Completion shall occur immediately upon execution of this agreement.
2.3 At Completion:
(a) Marampa shall:
- (i) allot and issue the Marampa 'B' Shares to CLIO at par, credited as fully paid, with full title guarantee and free from all Encumbrances;
- (ii) enter CLIO into the register of members of Marampa in respect of the Marampa 'B' Shares;
- (iii) issue CLIO with a relevant share certificate in respect of the Marampa 'B' Shares;
- (iv) deliver to CLIO a certified copy of the minutes of a meeting of the board of directors of Marampa approving the allotting and issuing the Marampa 'B' Shares referred to in clause 2.3(a)(i).
(b) CLIO shall:
- (i) allot and issue the CLIO Consideration Shares to Marampa, credited as fully paid, with full title guarantee and free from all Encumbrances on terms that they will rank pari passu in all respects with the CLIO ordinary shares then in issue including the right to receive in full all dividends and other distributions declared, paid or made on or after the date of their allotment;
- (ii) enter the name of Marampa into the register of members of CLIO in respect of CLIO Consideration Shares;
(iii) issue Marampa with an undertaking to provide the relevant holding statement in respect of the CLIO Consideration Shares to Marampa as soon as practicable after Completion;
(iv) deliver to Marampa a certified copy of the minutes of a meeting of the board of directors of CLIO approving:
(A) the entering into of this agreement and allotting and issuing the CLIO Consideration Shares referred to in clause 3.2(b)(i);
(B) the lodgement of an Appendix 3B with ASX in relation to application to ASX for the CLIO Consideration Shares to be quoted on ASX;
(C) the lodgement of a "cleansing statement" with ASX pursuant to section 708A(6) of the Corporations Act in relation to the issue of the CLIO Consideration Shares; and
(D) the lodgement of the appropriate documentation with AIM in relation to application to AIM for the CLIO Consideration Shares to be quoted on AIM.
2.4 CLIO shall use its best endeavours to procure that the CLIO Consideration Shares are admitted to trading on each of AIM and the ASX as soon as practicable. CLIO will lodge an Appendix 3B with ASX and issue a "cleansing statement" pursuant to section 708A(6) of the Corporations Act in respect of the issue of the CLIO Consideration Shares to Marampa within 1 Business Day of Completion.
2.5 None of the parties shall be obliged to complete this agreement unless the other parties comply with their respective obligations under clause 2.3.
2.6 If Marampa or CLIO is unable to perform any material obligation required to be performed by Marampa, on the one hand, or CLIO on the other (as the case may be) pursuant to the provisions of clause 2.3 before or on the date of Completion (the Defaulting Party), Marampa (if the Defaulting Party is CLIO) or CLIO (if the Defaulting Party is Marampa) (CLIO or Marampa being, as the case may be, the Non Defaulting Party) shall not be obliged to comply with its obligations under clauses 2.3 and may (acting bona fide), in its reasonable discretion, by written notice to the Defaulting Party:
(a) elect to proceed to Completion on that date, to the extent that the Non Defaulting Party is ready, willing and able to do so, and specify a later date on which the Defaulting Party shall be obliged to complete its outstanding obligations; or
(b) elect to defer Completion by not more than 5 Business Days to such other date as it may specify in such notice, in which event, the provisions of this clause 2.6 shall apply, mutatis mutandis, and the provisions of clause 2.7 shall also apply, if the Defaulting Party fails or is unable to perform any such obligations on such other date.
2.7 If following Completion being deferred pursuant to clause 2.6, at any reconvened Completion (such reconvened Completion to be no earlier than 5 Business Days from the date of a previous Completion), the Defaulting Party fails to comply in all material respects with its obligations pursuant to the provisions of clause 2.3, the Non Defaulting Party may either exercise its rights under clause 2.6 or terminate this agreement other than the Surviving Provisions, in which case none of the parties shall have any claim of any nature whatsoever against any of the other parties under this agreement (save in respect of any rights and liabilities of the parties which have accrued prior to termination or under any of the Surviving Provisions).

3 Marampa Warranties

3.1 In addition to the warranty in clause 3.2, Marampa warrants to CLIO that the information set out in Schedule 1 is true and accurate in all material respects as at the date of this agreement.
3.2 Marampa has power under its constitutional documents and all authorisations, approvals, consents and licences required by Marampa have been obtained and become unconditional and are in full force and effect, to permit Marampa to allot and issue the Marampa "B" Shares to CLIO on the terms of this agreement and to enter into and perform this agreement.
3.3 The Marampa Warranties shall remain in full force and effect notwithstanding Completion.

4 CLIO Warranties

4.1 CLIO warrants to Marampa and AML that as at the date of this agreement it is not an Urban Land Corporation (within the meaning of FATA).

4.2 CLIO has power under its constitutional documents and all authorisations, approvals, consents and licences required by CLIO have been obtained and become unconditional and are in full force and effect, to permit CLIO to allot and issue the CLIO Consideration Shares to Marampa on the terms of this agreement and to enter into and perform this agreement.
4.3 The creation, allotment and issue and the admission to trading on ASX and AIM of the CLIO Consideration Shares will comply with the rules and regulations of ASX and AIM and all other relevant laws and regulations of Australia.
4.4 These warranties shall remain in full force and effect notwithstanding Completion.

5 Announcements

5.1 Subject to clause 5.2, no announcement, communication or publicity of any kind (an Announcement) shall be made or issued by any party to this agreement relating to the subject matter or terms of this agreement without the prior written consent of each of the other parties (such consent not to be unreasonably withheld or delayed nor subject to unreasonable conditions). The parties shall consult together upon the timing, content, manner and extent of making or issuing any such announcement, communication or publicity and the other parties shall promptly provide such information and comment as the party making or issuing the same may from time to time reasonably request.
5.2 The provisions of clause 5.1 shall not apply to any Announcement, to the extent that it is required to be made or issued:
(a) by any applicable law order of a court or tribunal of competent jurisdiction, or regulation; or
(b) by any court or governmental, administrative or regulatory authority or body competent to require the same; or
(c) by virtue of the rules or regulations of the Bermuda Monetary Authority, the UK's Financial Services Authority, the ASX, the rules of the London Stock Exchange, the AIM Rules or the FIRB,

and the party making the Announcement has provided the other party with at least 2 Business Days notice of the requirement to make the Announcement and a copy of the Announcement.

5.3 If the exception in clause 5.2 applies the party making or issuing the Announcement shall use reasonable endeavours to consult with the other parties in advance as to its form, content and timing.

6 Assignment

6.1 Subject to clause 6.2, a party may not (whether at law or in equity) assign, transfer, grant any security interest over, hold on trust or deal in any other manner with the benefit of the whole or any part of this agreement, nor sub-contract any or all of its obligations under this agreement, nor purport to do any of the same without the consent of the other parties (such consent not to be unreasonably withheld).
6.2 Subject to clause 6.3, each of the parties shall on written notice to the other be entitled to assign all or any of their rights under this agreement as follows:
(a) in the case of each of Marampa and AML, to any other member of the AML Group; and
(b) in the case of CLIO to any other member of the CLIO Group.
6.3 If the assignee under clause 6.2 ceases at any time to be a member of in the case of AML, the AML Group, and in the case of CLIO, the CLIO Group, the assignee must immediately re-assign the assigned rights to the assigning party.

7 CLIO Option and consideration for exercise of CLIO Option

The parties acknowledge and agree that the terms of the CLIO Option granted pursuant to the First Marampa Agreement shall remain in force save that the consideration payable by CLIO for exercise of the CLIO Option shall be reduced by such amount as is equal to the consideration payable under this agreement and shall be equal to US\$200,000,000 less the aggregate of (i) US\$38,170,266.51; and (ii) US\$3,391,675.75 being the value (in US Dollars) of the CLIO Consideration Shares issued under this agreement as determined by the volume weighted average closing price of the shares of CLIO on ASX over the 5 trading days ending on the trading day immediately prior to the date of this agreement and converted from AUS\$ into US Dollars at an exchange rate of 1 AUS\$ = US\$0.6565) and the definition of "CLIO Option Price" shall be amended accordingly.

8 Variation of the First Marampa Agreement

The parties acknowledge and agree that if CLIO enforces its rights under clause 7 of the First Marampa Agreement then:

(a) the definition of CLIO Consideration Shares under the First Marampa Agreement shall be amended to include the CLIO Consideration Shares as that term is defined in this agreement and the definition of CLIO Consideration Shares in the BuyBack Agreement shall be construed accordingly; and
(b) the reference to the Marampa "B" Shares in clause 7.2(c) of the First Marampa Agreement shall be deemed to include the 11 Marampa "B" Shares issued in accordance with this agreement and the price referred to in that clause shall be amended from US\$43 to US\$54.

9 Third Party Rights

A person who is not a party to this agreement (third party) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

10 Interest

If a party to this agreement defaults in the payment when due of any sum payable by it under this agreement (whether determined by agreement or pursuant to an order of a court or otherwise) interest shall be payable by that party on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment) at a rate per annum of 4 per cent above the base rate from time to time of HSBC Bank plc. Such interest shall accrue from day to day.

11 Withholding and Grossing Up

11.1 All payments to be made under this agreement shall be made on demand and free and clear of all deductions or withholdings except to the extent, if any, required by any applicable law.
11.2 If any party (the Paying Party) is required to make any deduction or withholding from any sum payable by the Paying Party to another party (the Recipient Party) the sum payable by the Paying Party in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Recipient Party receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which the Recipient Party would have received and so retained had no such deduction or withholding been made.

11.3 If any Tax Authority brings into charge for Taxation any sum payable under this agreement to any party to this agreement, the amount so payable shall be increased by such amount as will ensure that that party is placed in the same net of Tax position the party would have been in had the sum payable not been brought into charge for Taxation.

12 Waivers

12.1 A waiver by any of the parties of any right or remedy under this agreement is only effective if it is in writing, and any such waiver shall (unless the terms of the waiver expressly provide otherwise) apply only to the party to whom the waiver is addressed and the circumstances in respect of which it is given.
12.2 The failure by any of the parties in exercising a right or remedy provided by this agreement or by law does not constitute a waiver by that party of the right or remedy or a waiver of other rights or remedies and no single or partial exercise of any right or remedy will preclude or restrict the further exercise or enforcement of any such right or remedy.
12.3 Any waiver of any breach of any provision of this agreement shall not, unless the terms of the waiver expressly provides otherwise, be construed as a waiver of any continuing or subsequent breach of such provision or a modification of that provision.

13 Variation

No variation of this agreement or any of the documents referred to in it shall be effective unless it is in writing and signed by or on behalf of each of the parties to this agreement.

14 Further Assurance

Each of the parties shall use all reasonable endeavours to do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the parties may from time to time reasonably require for the purpose of giving the parties the full benefit of the provisions of this agreement.

15 General

15.1 This agreement shall be binding on and shall enure for the benefit of the successors and permitted assigns of the parties to this agreement.

15.2 If any provision of this agreement is held to be illegal, void, invalid or unenforceable (in whole or in part) by any court or administrative body of competent jurisdiction, that provision shall to that extent be deemed not to form part of this agreement but the enforceability of the remainder of this agreement shall not be affected.

16 Costs

Each party shall pay its own costs relating to the negotiation, preparation, execution and performance of this agreement and of each document referred to in it.

17 Entire agreement

17.1 This agreement together with any document referred to in it, constitutes the entire agreement and understanding between the parties relating to its subject matter and save for the First Marampa Agreement (as amended by this agreement) supersedes any and all previous agreements, arrangements and/or understandings (whether written or oral) between the parties relating to such subject matter.
17.2 Each of the parties acknowledges and agrees that:
(a) in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this agreement or not) other than as are expressly set out in this agreement; and
(b) the only remedy available to it under or in respect of this agreement shall be for breach of contract under their respective terms.
17.3 Nothing in this clause 17 shall operate to limit or exclude any liability for fraud.

18 Counterparts

This agreement may be executed in any number of counterparts including by facsimile or electronic transmission each of which when executed shall be an original but all the counterparts shall together constitute one and the same instrument.

19 Notices

19.1 Any notice or other communication to be given under this agreement shall be in writing in the English language and shall be delivered personally or sent by prepaid first class post, courier or by fax:
(a) in the case of AML to:

Chancery Hall

52 Reid Road

Hamilton HM12

Bermuda

Fax number: 001 441 294 8875

with a copy marked for the attention of: Ian Dickson, General Counsel, at such fax number as is advised from time to time

(b) in the case of Marampa to: