1. Memorandum of Understanding between Gecamines, KFL and GEC

Further to the Board meeting ofJune 23, 2008, the Chairman asked _to
give the Board a review of the MOU that had been circulated to them by email on
July 10, 2008. reported that Dan Gertler had fulfilled his mandate very
well, and that the meetings over the last 2 days had been extremely productive.
The points in the MOU would be incorporated into the amended draft of the NA
submitted to Gecamines on April 3, 2003. The amendments to the JVA would
address the requirements of the MOU of February 7, 2008 and of the Mining
Review and would allow the integration ofthe two existing joint ventures into one.

answered questions from the Board. Hi ifi understood that
Gecamines' appointee to the K00 Board would be the current CEO
ofGecamines.

Although the Terms of Reference for the Operations Committee envisaged a
50/50 split between KCC and Gecamines representatives, this was not expected
to lead to problems because the role of the Committee was advisory only. Its
exact relationship with KCC would be fleshed out in the final agreement, and its
Terms of Reference could be determined at the level of the K00 Board.

It was noted that under the MOU Gecamines would have a seat on the board of
Kalanga Mining Limited. Although this was not ideal the Board took the view that
it was acceptable provided a person of suitable calibre was nominated.

In respect of the provision that the KOL operating agreement would be
terminated 2 years from the signing of the MOU if either party to the MOU
requested it, the Board members expressed concern lest Katanga should have to
compensate KOL it this happened, In order to avoid this risk it was agreed that
KOL should be asked to sign a side letter.

It was agreed that the MOU as presented to the Board represented a very
positive outcome and the Board expressed its thanks to Mr. Ditto and Mr. Gertler
for bringing it about.

On motion duly made. seconded and unanimously carried it was resolved that
the MOU be approved and that _be authorized to sign it on behalf of the
Board. it was noted that it remained subject to the approval of the Management
Committee/board of Directors of Gecamines. [Gecamines approved the MOU on
Saturday July 11, 2008.]

2. Blackout

The Board agreed that the present Blackout period for dealing in Katanga shares
should continue until a public announcement was made about the JVA.