SHARE SALE AND SUBSCRIPTION AGREEMENT

between

and

between

DRDGOLD LIMITED

and

KHUMO GOLD SPV (PROPRIETARY) LIMITED

1

In this Agreement clause headings are for convenience and shall not be used in its

interpretation and unless the context clearly indicates a contrary intention -

1.1

an expression which denotes -

1.1.1

any gender includes the other gender;

1.1.2

a natural person includes a juristic person and vice versa;

1.1.3

the singular includes the plural and vice versa;

1.2

the following expressions shall bear the following meanings and related

expressions bear corresponding meanings –

1.2.1                "Agreement" – this document, together with all its annexures, amended from

time to time;

1.2.2                "Applicable Law" - in relation to a Party, includes all and any -

1.2.2.1

statutes, subordinate legislation and common law;

1.2.2.2                      regulations;

1.2.2.3

ordinances and by-laws; and

1.2.2.4

directives, codes of practice, circulars, guidance notices, judgments

and decisions of any competent authority, or any governmental,

intergovernmental or supranational body, agency, department or

regulatory, self-regulatory or other authority or organisation; and

1.2.2.5

other similar provisions,

from time to time, compliance with which is mandatory for that Party;

1.2.3                "Attorneys" – ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc, attorneys of Johannesburg or such other

South African firm of attorneys agreed upon by the Purchaser and the Seller

in writing;

1.2.4                "Auditors" - the auditors of the Company, being KPMG Inc., or if they are

not willing to act as provided for in this Agreement such other auditors

agreed upon by the Purchaser and the Seller in writing within three days

after receipt of written notice from the other to so agree, or should the

Purchaser and the Seller fail to agree upon the auditors within the said three

day period, then such auditors as are appointed, at the request of either the

Purchaser or the Seller, by the President for the time being of the South

African Institute of Chartered Accountants;

1.2.5                "Business Day" - any day which is not a Saturday, Sunday or official public

holiday in South Africa;

1.2.6                "Charter Documents" - collectively –

1.2.6.1

the Broad Based Socio-Economic Empowerment Charter for the South

African Mining Industry published in terms of section 100(2)(a) of the

MPRDA, published in the Government Gazette, Notice 1639 of 2004,

on 13 August 2004; and

1.2.6.2

the Stakeholders Declaration on Strategy for the Sustainable Growth

and Meaningful Transformation of South Africa’s Mining Industry signed

between representatives of the DMR, the National Union of

Mineworkers, the Chamber of Mines of South Africa, the South African

Mineral Development Association, Solidarity and UASA-The Union on

30 June 2010; and

1.2.6.3

the amendment of the Broad Based Socio-Economic Empowerment

Charter for the South African Mining and Minerals Industry, published

by the DMR during September 2010; and

1.2.6.4

the Codes of Good Practice for the Minerals Industry published in the

Government Gazette, Notice No. 32167 on 29 April 2009;

1.2.7                "Closing Date" – the tenth Business Day after the Effective Date;

1.2.8                "Companies Act" – the Companies Act, 71 of 2008;

1.2.9                "Company" – Ergo Mining Operations (Proprietary) Limited, registration

number 2005/033662/07, a private company incorporated in accordance with

the laws of South Africa;

1.2.10              "Confidential Information" – in relation to a Party shall mean any

information disclosed by that Party to the other Party prior to the conclusion

of this Agreement, in terms of this Agreement or otherwise in connection with

this Agreement;

1.2.11              "Consideration Shares" – 35,000,000 new issued DRDGOLD Shares;

1.2.12             "Constitutional Documents" - in respect of any company and as at any

time, the then current and up to date memorandum of incorporation,

certificate of incorporation or the equivalent thereof in respect of any Entity

or person not being a company registered under the Companies Act;

1.2.13              "Determination Date" – the date on which an Expert makes his final

determination pursuant to a dispute arising, as contemplated in clause 8.9,

which date will be no later than the fourteenth Business Day from the date

on which the Expert was referred the matter;

1.2.14             "Dispose" – any form of alienation of any assets and any agreement for

such form of alienation of assets and shall include a sale, transfer, lease,

loan, donation, cession, expropriation or other disposal, and the words

"Disposed", "Disposition" and "Disposal" shall be construed in a like

manner, provided that the payment of money shall not constitute a Disposal;

1.2.15              "Distribution" - shall bear the meaning ascribed to that term in section 1 of

the Companies Act;

1.2.16             "DMR" – the Department of Mineral Resources;

1.2.17             "DRDSA Empowerment Trust" – the trustees for the time being and from

time to time of the DRDSA Empowerment Trust, with Master’s reference no.

I/T2208/2008;

1.2.18              "DRDGOLD Share" – one ordinary share of no par value in the capital of the

Purchaser;

1.2.19             "Effective Date" – the date of the fulfilment or waiver, as the case may be, of

the Suspensive Conditions;

1.2.20              "Encumbrance" - any pledge, assignment, charge, mortgage, cession, lien,

option over, power of sale, hypothecation, right of retention over, right of pre-

emption, right of first refusal, alienation, restraint on alienation or other third

party right or security interest of any kind or an agreement, arrangement or

obligation to create any of the foregoing;

1.2.21              "Entity" – any natural or juristic person, association, business, close

corporation, company, concern, enterprise, firm, partnership, joint venture,

trust, undertaking, voluntary association, body corporate and any similar

entity;

1.2.22              "Financial Markets Act" – the Financial Markets Act, 19 of 2012;

1.2.23             "Historically Disadvantaged Person" - shall have the meaning given in

section 1 of the MPRDA as read with the Charter Documents;

1.2.24              "Holder" – shall bear the meaning ascribed to that term in section 1 of the

MPRDA;

1.2.25              "Holding Company" – a holding company as defined in the Companies Act;

1.2.26              "Interim Period" – the period commencing on the Signature Date and

ending on the Closing Date;

1.2.27              "Insolvency Event" – shall be deemed to have occurred in relation to the

Company if –

1.2.27.1

the Company is placed in liquidation, whether provisionally or finally, or

enters into business rescue at the instance of any creditor or otherwise,

compulsorily or voluntarily; or

1.2.27.2

any asset/s of the Company is/are attached under a writ of execution

issued out of any court, and the Company fails, within thirty days of the

date upon which such attachment came to the notice of the Company,

to take the necessary steps to have such attachment set aside or

thereafter fails to pursue such steps expeditiously and diligently; or

1.2.27.3

the Company adopts, or gives any notice, or takes any steps, to

convene a meeting of its shareholders to adopt a resolution placing the

company in liquidation, whether provisional or final, or initiate business

rescue proceedings; or

1.2.27.4

the Company makes or attempts to make or recommends a general

offer of compromise with any or all of its creditors; or

1.2.27.5

the directors of the Company request the appointment of a liquidator or

business rescue practitioner for the Company; or

1.2.27.6

the Company has any judgment or other award ("Judgment") made

against it and it fails to –

1.2.27.6.1

appeal against such Judgment (if such Judgment is appealable) or

to apply for the rescission thereof (if such Judgment is a default

Judgment) within the prescribed time limits or thereafter fails to

prosecute such appeal or application expeditiously and diligently

or ultimately fails in such appeal or application; or

1.2.27.6.2

satisfy such Judgment within thirty days after the date upon which

it becomes aware thereof or, if it lodges an appeal or application

referred to in 1.2.27.6.1 within the prescribed time limits, within

three days after any other event referred to in 1.2.27.6.1; or

1.2.27.7

the Company is insolvent or is, or is deemed for the purposes of any

applicable law to be, unable to pay its debts as they fall due; or

1.2.27.8

the Company becomes financially distressed within the meaning of the

term as defined in the Companies Act; or

1.2.27.9

the Company makes or attempts to make any disposition of, or

removes any of, its property or assets with the intent of or in

circumstances which would have the effect of prejudicing its creditors or

preferring one creditor over another; or

1.2.27.10

the Company has received any application for, or any written statement

of an intention to seek, the liquidation of the Company and such

application or statement is not merely frivolous or vexatious;

1.2.28              "Issuer Regulation Division" – the issuer regulation division (or its

replacement) of the JSE;

1.2.29              "JSE" – JSE Limited, registration number 2005/022939/06, a public company

incorporated in accordance with the laws of South Africa and licenced as a

stock exchange pursuant to the provisions of the Financial Markets Act;

1.2.30              “LAs” – letters of allocation (as contemplated in the Listings Requirements)

that may be offered and issued in respect of a Rights Offer in respect of

DRDGOLD Shares;

1.2.31              "Listings Requirements" – the document titled "JSE Limited Listings

Requirements" as published by the JSE and updated from time to time;

1.2.32             "Mining Right" - shall bear the meaning ascribed to that term in section 1 of

the MPRDA;

1.2.33             "Minister" – the Minister of Mineral Resources of South Africa and shall

include any official in the DMR to which the Minister has delegated her

authority to administer any of the provisions of the MPRDA;

1.2.34              "MPRDA" – the Mineral and Petroleum Resources Development Act, 28 of

2002;

1.2.35              "Parties" – the Purchaser and the Seller and, for the purposes of clause 4

only, the Company, and the any reference to "Party" shall be a reference to

any of them, as the context may indicate;

1.2.36             "Prospecting Right" - shall bear the meaning ascribed to that term in

section 1 of the MPRDA;

1.2.37              "Purchaser" – DRDGOLD Limited, registration number 1895/000926/06, a

public company incorporated in accordance with the laws of South Africa;

1.2.38              "Purchaser’s Group" – the Purchaser, its Subsidiaries and Holding

Companies and Subsidiaries of its Holding Companies, including the

Company;

1.2.39              "Purchase Price" – the purchase price for the Total Interest stipulated in

clause 6.1;

1.2.40              “Rights Offer” - renounceable rights offer;

1.2.41              "Sale Shares" – 200,000 ordinary shares in the Company with a par value of

R1.00 each, constituting all of the shares in the Company held by the Seller

as at the Effective Date;

1.2.42              "Section 102 Consents" – the consent of the Minister pursuant to the

provisions of section 102 of the MPRDA;

1.2.43              "Securities" – stocks, shares, debentures, linked units, units of stock issued

in place of shares, and options on stocks, shares, debentures and all such

units and any similar instruments issued in any other country;

1.2.44              "Securities Transfer Tax" - Securities Transfer Tax levied in terms of the

Securities Transfer Tax Act, 25 of 2007;

1.2.45              "Seller" – Khumo Gold SPV (Proprietary) Limited, registration number

2005/029595/07, a private company incorporated in accordance with the

laws of South Africa;

1.2.46              "Seller's Nominated Account" means the following account –

Account Holder: Khumo Gold SPV (Pty) Ltd

Bank: Investec Bank Limited

Branch: Grayston

Branch Code: 58-01-05

Account Number: 10011130139

or such other account as the Seller may nominate in writing from time to

time, upon 2 Business Days' notice to the Purchaser;

1.2.47              "SENS" – the Stock Exchange News Service of the JSE;

1.2.48              "Signature Date" – the date of signature of this Agreement by the last of its

signatories;

1.2.49              "South Africa" – the Republic of South Africa;

1.2.50             "Subsidiary" – a subsidiary as defined the Companies Act;

1.2.51             "Suspensive Conditions" – the suspensive conditions set out in clause 3.1;

1.2.52             "Tax" - any tax, duty, levy, surcharge or imposition of any nature whatever,

and any penalties or interest payable in respect thereof, which may be

lawfully imposed under the laws of South Africa, including secondary tax on

companies and any tax on dividends;

1.2.53              "Total Interest" – as at any date any and all Sale Shares held by the Seller

and any and all claims which the Seller may have against the Company,

whether on shareholders’ loan account or otherwise;

1.2.54              "Transaction" – the sale of the Total Interest in consideration for the issue of

the Consideration Shares in accordance with the terms of this Agreement;

1.2.55              "VWAP" – the total Rand value of all transactions in a security traded on the

exchange operated by the JSE divided by the total number of those

securities traded over a particular period of time;

1.2.56              "ZAR" or "Rand" or "R" – South African Rand;

1.3

any reference to any legislation is to such legislation as at the Signature Date and

as amended or re-enacted from time to time;

1.4

if any provision in a definition is a substantive provision conferring any right or

imposing any obligation on any party, then notwithstanding that it is only in the

interpretation clause effect shall be given to it as if it were a substantive provision

in this Agreement;

1.5

any reference to days (other than a reference to Business Days), months or years

shall be a reference to calendar days, months or years, as the case may be;

1.6

when any number of days is prescribed such number shall exclude the first and

include the last day unless the last day falls on a day which is not a Business Day,

in which case the last day shall be the next succeeding day which is a Business

Day;

1.7

where any term is defined within a particular clause other than this clause 1, that

term shall bear the meaning ascribed to it in that clause wherever it is used in this

Agreement;

1.8

unless any annexure provides otherwise, any annexure to this Agreement shall be

deemed to be incorporated in and form part of this Agreement;

1.9

the use of the words "including", "includes" and "include" followed by a specific

example/s shall not be construed as limiting the meaning of the general wording

preceding it and the rule of interpretation to the contrary shall not be applied in the

interpretation of such general wording or such specific example/s; and

1.10

the terms of this Agreement having been negotiated, the rule of interpretation to

the effect that the Agreement shall be interpreted against the party responsible for

its drafting shall not be applied in the interpretation of this Agreement.

2

2.1

The Seller has agreed to sell and cede to the Purchaser, which has agreed to

purchase, the Total Interest on the terms and conditions contained in this

Agreement.

2.2

The Parties accordingly agree as set out herein.

3

3.1

This Agreement (other than the provisions of clause 1, this clause 3, clause 9,

clause 10.3 and clauses 13 to 20 (both inclusive) (collectively "Effective

Provisions") by which the Parties shall be bound with effect from the Signature

Date) is subject to the suspensive conditions ("Suspensive Conditions") that on

or before 23:59 –

12

3.2

The Parties shall respectively use all reasonable endeavours to procure the

fulfilment of the Suspensive Conditions by the relevant dates stated in clause 3.1.

3.3

All of the Suspensive Conditions are agreed to be for the benefit of the Parties.

The Purchaser may nonetheless, by giving written notice to that effect to the

Seller on or before the date for fulfilment of any such Suspensive Condition,

postpone the date for fulfilment of any one or more of the Suspensive Conditions

on one occasion each to a date not more than 60 days later than the date for

fulfilment of any such Suspensive Condition. The Parties may also by written

agreement extend the dates stipulated for fulfilment of any of the Suspensive

Conditions.

3.4

The Purchaser may, by giving written notice to that effect to the Seller on or

before the date for fulfilment of the Suspensive Condition, waive any or all of the

Suspensive Conditions in clauses 3.1.1 and 3.1.6.1. None of the Suspensive

Conditions, other than the Suspensive Conditions in clauses 3.1.1 and 3.1.6.1

may be waived by any of the Parties. The Suspensive Conditions in clauses

3.1.2 and 3.1.6.2 shall be deemed to be fictionally fulfilled if the DRDGOLD

Shares are not listed on the exchange operated by the JSE on the relevant date

stipulated in such clauses.

3.5

Should one or more of the Suspensive Conditions not be fulfilled or waived by the

relevant date for any reason whatsoever this Agreement (other than the Effective

Provisions by which the Parties shall remain bound) shall cease to be of any force

and effect and the Parties shall be restored to the position in which they would

have been had this Agreement not been entered into.

3.6

Neither Party shall have any claim against the other as a result of the failure of the

Suspensive Conditions except for such claims (if any) as may arise from a breach

of this clause 3 or from any other Effective Provision.

4

4.1

The Parties shall procure that the Company (with the cooperation of the Seller

and the Purchaser) shall compile and lodge with the DMR applications ("Section

102 Applications") for the Section 102 Consents for the Mining Rights and

Prospecting Rights listed in Annexure "A" ("Relevant Mining and Prospecting

Rights"), so as to amend the terms of the Relevant Mining and Prospecting

Rights to reflect the Transaction and accordingly to ensure the Holder’s (whether

it be the Company or any other member of the Purchaser’s Group, as the case

may be) compliance with the provisions of the MPRDA once the Transaction has

been implemented.

4.2

The Seller and the Purchaser undertake to timeously comply with all requests by

the Company and the Company’s Subsidiaries to supply to the Company and the

Company’s Subsidiaries (as the case may be) all information necessary to

complete the Section 102 Applications, to sign all such documentation and to

otherwise do all such things as may be necessary from time to time to facilitate

the compilation, lodgement with the DMR and continued administration of the

Section 102 Applications to ensure that the Section 102 Consents are ultimately

granted by the Minister as soon as possible after the Signature Date.

4.3

All costs related and incidental to the compilation and lodgement with the DMR of

the Section 102 Applications and the continued administration of the Section 102

Applications shall be for the account of the Purchaser.

5

5.1

The Seller hereby sells and cedes to the Purchaser, which hereby purchases from

the Seller, the Total Interest -

5.1.1

as one indivisible transaction;

5.1.2

with effect from the Effective Date,

upon the terms and conditions set out in this Agreement.

5.2

Notwithstanding the Signature Date, all risk in and benefit attaching to the Total

Interest shall pass to the Purchaser with effect from the Effective Date, against

compliance by the Purchaser with clause 7.

5.3

Except to the extent that the Purchaser’s or the Company's Constitutional

Documents provide otherwise, the Purchaser shall at any time after the Closing

Date be entitled on written notice to the Seller to cede to the Seller, who hereby

agrees to accept cession of, the voting rights in respect of the Sale Shares for

such period and otherwise on such terms as may be determined by the Purchaser

in its discretion.

5.4

Any Securities Transfer Tax (if any) payable in respect of the transfer of the Sale

Shares shall be borne and paid by the Purchaser.

6

6.1

The purchase price ("Purchase Price") payable by the Purchaser to the Seller for

the sale of the Total Interest is R147,000,000.

6.2

The Purchase Price shall be apportioned –

6.2.1

as to any claims of the Seller against the Company, whether on

shareholders’ loan account or otherwise, the face value thereof; and

6.2.2

as to the Sale Shares, the balance.

6.3

The Purchase Price shall be discharged by the Purchaser allotting and issuing to

the Seller the Consideration Shares as fully paid on the Closing Date, against

compliance by the Seller with its obligations under this Agreement.

7

7.1

On the Closing Date, representatives of the Parties shall meet at the offices of the

Purchaser ("Closing"). At that meeting –

7.1.1

the Seller shall deliver to the Purchaser -

7.1.1.1

the original share certificates in respect of the Sale Shares together

with duly signed and currently dated share transfer forms, but in blank

as to transferee;

16

other rights or remedies available to it) fix a new date for the Closing. If at the

new date for the Closing the Seller does not do or procure to be done all those

things set out in clause 7.1.1, the Purchaser shall fix another new date for the

Closing. If at that date the Seller does not do or procure to be done all those

things set out in clause 7.1.1, the Purchaser shall be entitled to cancel this

Agreement. If for any reason the Purchaser does not do or procure to be done

the things set out in clause 7.1.2, the Seller shall (in addition and without prejudice

to the foregoing and all other rights or remedies available to it) fix a new date for

the Closing. If at the new date for the Closing, the Purchaser does not do or

procure to be done the things set out in clause 7.1.2, the Seller shall fix another

new date for the Closing. If at that date the Purchaser does not do or procure to

be done the things set out in clause 7.1.2, the Seller shall be entitled to cancel this

Agreement.

7.4

The Parties may, by agreement in writing, dispense with a meeting on the Closing

Date and may instead ensure delivery of the documents referred to in clause 7.1.1

and clause 7.1.2, and the issue of the Consideration Shares, in such other

manner as they agree, in writing, to be convenient.

8

8.1

On the Reference Period Calculation Date the Purchaser shall pay to the

Seller or the Seller shall pay to the Purchaser the following amounts in

accordance with clause 8.3 -

8.1.1                an amount ("Distribution Amount") equal to the DRDGOLD Dividends

Amount less the EMO Distributions Amount (plus any interest accrued

thereon), if any; and

8.1.2

in the event that the Purchaser undertakes a Rights Offer and the record

date for participation in such Rights Offer occurs during the Reference

Period, an aggregate amount ("LA Proceeds") equal to the VWAP of an LA

for the relevant period during which the LA's were under the traded Rights

Offer multiplied by the number of LA's that the Seller would be entitled to

take up in respect of the Consideration Shares, assuming all the

Consideration Shares had been issued to the Seller on the Signature Date

18

this purpose by the Seller or the Purchaser, as the case may be. On the

Reference Period Calculation Date the Purchaser shall deliver to the Seller

appropriate proof that an amount equal to the aggregate of the DRDGOLD

Dividends Amount and the LA Proceeds has been paid into the Seller's

Nominated Account.

8.5

By no later than the 5

Business Day before the Reference Period Calculation

Date the Seller shall deliver to the Purchaser written confirmation from the

Attorneys and the Seller confirming the amount held in the Seller Escrow Account

and that such amount shall be transferred to the Purchaser on the Reference

Period Calculation Date.

8.6

For purposes of this clause 8 –

8.6.1               "DRDGOLD Dividends Amount" shall mean the aggregate amount, as

adjusted in accordance with clause 8.2, before any Tax of all cash dividends

declared by the Purchaser during the Reference Period that would be

attributable to the Consideration Shares (assuming such Consideration

Shares had been issued to the Seller on the Signature Date) and that will not

be paid to the holder of the Consideration Shares subsequent to the Closing

Date and, if DRDGOLD declares cash dividends during the Reference

Period, increased by an amount equal to the interest such dividends would

have accrued until and including the Closing Date had they been deposited

in the Seller Escrow Account on the payment date of each such dividend.

The DRDGOLD Dividends Amount may not be less than zero. (For

purposes of clarity it is recorded that for each relevant dividend declaration

the DRDGOLD Dividends Amount shall be calculated by dividing the total

value in Rands of all dividends declared and paid by the sum of (i) the total

number of DRDGOLD shares in respect of which dividends are paid and (ii)

the number of Consideration Shares and further multiplying this resultant

amount by the number of Consideration Shares);

8.6.2                "EMO Distributions Amount" shall mean the aggregate amount of all cash

Distributions declared and paid by EMO in respect of the Sale Shares during

the Reference Period less any Tax payable by the Seller thereon;

8.6.3               "Reference Period" shall mean the period between the Signature Date and

the Closing Date (inclusive of both dates);

8.6.4                “Reference Period Calculation Date” shall mean the 20  

business Day

after the end of the Reference Period.

8.7

The Purchaser shall be responsible for determining the Distribution Amount and

the LA Proceeds and shall advise the Seller thereof in writing, within 5 Business

Days after the end of the Reference Period.

8.8

The Seller shall advise the Purchaser in writing within 5 Business Days after

receipt of the notice contemplated in clause 8.7, whether it agrees with or

disagrees with the Purchaser’s determination (or any part thereof); provided that if

the Seller fails to notify the Purchaser whether it agrees with or disagrees with the

Purchaser’s determination within such 5 Business Day period -

8.8.1

the Seller shall be deemed to be in agreement with the correctness of the

Purchaser’s determination of the Distribution Amount and the LA Proceeds;

and

8.8.2

such determination shall, save for any manifest error in calculation, be final

and binding on the Parties for all purposes under this Agreement.

8.9

Should the Seller have advised the Purchaser, as contemplated in clause 8.8, that

it does not agree with the determination of the Distribution Amount (or any part

thereof) and/or the LA Proceeds ("the Determination"), then -

8.9.1

the Parties shall forthwith consult with each other in order to resolve the

disagreement;

8.9.2

failing such resolution within 5 Business Days after the date upon which the

Seller advised the Purchaser that it did not agree with the Determination, the

disagreement shall be submitted for determination to, and be decided on by,

any partner or director of the Auditors ("the Expert") appointed by the Chief

Executive Officer of the Auditors within 5 Business Days following the expiry

of the 5 Business Day period referred to above. The Expert shall act as an

expert and not as an arbitrator and shall give a determination after having

considered all of the facts on or before the Determination Date;

8.9.3

the Expert shall be entitled to determine and make a ruling as to which Party

(or in which proportion each Party) will be liable for and pay the aggregate of

the charges levied by the Expert for making his determination, or costs

incurred by him for such determination, and all legal and other professional

fees and disbursements incurred by the Parties in connection with any

determination hereunder; and

8.9.4

his determination shall, save for manifest error, be final and binding on the

Parties.

8.10

The Seller and the Purchaser shall each provide (and, to the extent that they are

reasonably able, shall procure that their respective accountants, and the

Purchaser shall procure that members of the Purchaser’s Group, provide) the

Expert promptly with all information which he requires and the Expert shall be

entitled (to the extent he considers it appropriate) to base his determination on

such information and on the accounting and other records of the Seller and the

Purchaser’s Group.

9

9.1

During the Reference Period the Seller shall pay, or procure the payment of, the

EMO Distributions Amount less any Tax payable on such Distributions; to the trust

account of the Attorneys as and when such Distributions are received by it.

9.2

The Attorneys shall retain the amounts referred to in clause 9.1 above on behalf

of the Seller in a separate interest bearing trust account ("Seller Escrow

Account") in terms of section 78(2A) of the Attorneys Act, Act 53 of 1979.

9.3

The amounts held and any interest that may have accrued thereon in the Seller

Escrow Account shall be paid on the Reference Period Calculation Date by the

Attorneys to the Purchaser.

9.4

Should the Transaction be terminated or the Suspensive Conditions not be

fulfilled or waived in accordance with the provisions of this Agreement, the monies

held in the Seller Escrow Account shall be paid on the fifth Business Day after the

date of termination or expiry of this Agreement by the Attorneys to the Seller,

unless before such date any Party has delivered to the Attorneys a notice alleging

in writing (with a copy to the other of them) that payment to be made by the

Attorneys in terms hereof is for any reason not due and payable, and in such

event the Attorneys shall not be entitled nor obliged to make such payment to any

Party and shall only make the specific payment upon receipt of and according to

the terms of (i) a written instruction signed by the Seller and the Purchaser or (ii)

an award by the arbitrator contemplated in clause 16 or (iii) an applicable court

order.

9.5

This clause 9 constitutes an instruction by both the Seller and the Purchaser to

the Attorneys to act as stakeholder in terms of this clause 9. For purposes hereof,

the Attorneys shall -

9.5.1

not be or be deemed to be acting as attorneys representing any Party;

9.5.2

be entitled to satisfy itself as to any matter referred to in this clause 9 before

being obliged to act in terms of this clause 9; and

9.5.3

be indemnified by the Parties jointly and severally for any loss, liability,

damage, expense, claim costs and charges of whatever nature arising out of

or in connection with the performance of its duties under this clause 9.

9.6

The provisions of this clause 9 constitute a stipulation for the benefit of the

Attorneys who shall be entitled to accept the same at any time by giving notice to

the Parties at their respective domicilia in clause 15.

10

10.1

Each of the representations and warranties given by the Parties in terms of this

clause 10 shall –

10.1.1

be a separate warranty and, except as expressly provided in this Agreement,

will in no way be limited or restricted by inference from the terms of any other

warranty or by any other words in this Agreement;

10.1.2

continue and remain in force notwithstanding the completion of any or all the

transactions contemplated in this Agreement;

10.1.3

unless stated otherwise be given on the Signature Date and the Closing

Date; and

10.1.4

prima facie be deemed to be material and to be a material representation

inducing the other Party to enter into this Agreement.

10.2

Save for the warranties and representations provided for in this clause 10, the

Parties give no warranties, representations or undertakings, whether express or

implied, with respect to the Transaction.

10.3

Each of the Parties hereby warrants to and in favour of the other that –

10.3.1

it has the legal capacity and has taken all necessary corporate action

required to empower and authorise it to enter into this Agreement;

10.3.2

this Agreement constitutes an agreement valid and binding on it and

enforceable against it in accordance with its terms;

10.3.3

the execution of this Agreement and the performance of its obligations

hereunder do not and shall not –

10.3.3.1

contravene any law or regulation to which that Party is subject;

10.3.3.2

contravene any provision of that Party's Constitutional Documents; or

10.3.3.3

conflict with, or constitute a breach of any of the provisions of any other

agreement, obligation, restriction or undertaking which is binding on it;

and

10.3.3.4

at the Signature Date, to the best of its knowledge and belief, it is not

aware of the existence of any fact or circumstance that may impair its

ability to comply with all of its obligations in terms of this Agreement;

10.3.3.5

it is entering into this Agreement as principal (and not as agent or in

any other capacity);

10.3.3.6

the natural person who signs and executes this Agreement on its behalf

is validly and duly authorised to do so;

10.3.3.7

no other party is acting as a fiduciary for it; and

10.3.3.8

it is not relying upon any statement or representation by or on behalf of

any other party, except those expressly set forth in this Agreement.

10.4

The Seller warrants represents and undertakes to the Purchaser that -

10.4.1

the Seller is the registered and sole beneficial owner of the Sale Shares and

no third party has any right, title or interest of whatsoever nature in and to

the Sale Shares;

10.4.2

the Seller will not Dispose of or create any Encumbrance over any of the

Sale Shares to any party other than the Purchaser at any time before the

date on which this Agreement lapses due to the non-fulfilment of any of the

Suspensive Conditions; and

10.4.3

the Seller is able and entitled to transfer to the Purchaser free and

unencumbered ownership of the Sale Shares;

10.4.4

the Sale Shares constitute 100% of the shares held by it in the issued share

capital of the Company;

10.4.5

it is a wholly-owned subsidiary of Khumo Bathong Gold (Proprietary) Limited;

10.4.6

neither it nor its shareholder/s is a regulated company as defined in section

117(1)(i) of the Companies Act;

10.4.7

during the Interim Period, unless the Purchaser gives its prior written

consent, -

10.4.7.1

it shall not subscribe for or acquire any shares in the issued share

capital of the Company or enter into any agreement to do so;

10.4.7.2

it shall irrevocably support the grant of all approvals of the Transaction

that may be required under all Applicable Laws, in particular the

Section 102 Consents;

10.4.7.3

it shall, after having made due enquiry, not make any false or

misleading statements, representations or otherwise in relation to any

matters pertaining to the Section 102 Consents to the Purchaser, the

Company or any other party, including the Minister, the DMR and its

representatives and/or employees;

10.4.7.4

it shall continue to qualify as a Historically Disadvantaged Person;

10.4.7.5

it shall not advance any funds on shareholders’ loan account or

otherwise to the Company.

10.5

The Purchaser warrants to the Seller that –

10.5.1

it has sufficient authorised share capital to enable it to comply with its

obligations in terms of this Agreement;

10.5.2

on the Closing Date it has the power and authority to allot and issue the

Consideration Shares to the Seller;

10.5.3

other than 5,000,000 unlisted preference shares issued by DRDGOLD, there

is no class of shares in its authorised share capital which ranks in priority to

the Consideration Shares in any respect;

10.5.4

it is not a party to any Agreement materially affecting, or which is likely to

materially affect, its ability to perform its obligations under this Agreement in

any adverse manner; and

10.5.5

no person has any right (including any option or right of first refusal other

than the pre-emptive rights granted to the Purchaser's shareholders in

accordance with the Listings Requirements) to acquire all or any of the

Consideration Shares.

10.6

Notwithstanding clauses 10.1 and 17, the Seller shall only be entitled to rescind or

cancel this Agreement prior to the Closing Date and as a consequence of any

misrepresentation by the Purchaser or other breach by the Purchaser of any of

the warranties if -

10.6.1

the Seller would not have entered into this Agreement without such warranty

and such breach is material; and

10.6.2

such misrepresentation or other breach has not been remedied after notice

requiring such remedy has been given to the Purchaser in accordance with

clause 17; provided that the Seller shall not be required to give such notice

in respect of a breach which constitutes repudiation.

11

11.1

If any shares in the issued share capital of the Purchaser that are the same class

of shares as the issued share capital of the Purchaser as at the Signature Date

are subdivided and/or consolidated or if any bonus or other shares in the share

capital of the Purchaser are issued upon a capitalisation of its profits, reserves or

other distributable assets ("Capitalisation Issue") in the Interim Period, then the

number of Consideration Shares (on the Signature Date) shall on the Closing

Date be amended so that such figure is the figure ("Amended Figure") obtained

by ––

11.1.1

in the case of a subdivision, multiplying the number of the Consideration

Shares (or any Amended Figure previously calculated in terms of this clause

11) by the number of DRDGOLD Shares into which each DRDGOLD Share

is subdivided in terms of such subdivision; or

11.1.2

in the case of a consolidation, dividing the number of Consideration Shares

(or any Amended Figure previously calculated in terms of this clause 11) by

the number of DRDGOLD Shares which will be consolidated to create one

DRDGOLD Share in terms of such consolidation;

11.1.3

in the case of Capitalisation Issue, adding to the number of Consideration

Shares (or any Amended Figure previously calculated in terms of this clause

11) the product obtained by multiplying the number of Consideration Shares

(or any Amended Figure previously calculated in terms of this clause 11) by

the number of new DRDGOLD Shares issued for each existing DRDGOLD

Share in terms of such Capitalisation Issue.

12

12.1

Should the DRDGOLD Shares of the Purchaser no longer be listed on the JSE on

the Effective Date, then the Seller shall be entitled to elect to receive cash in lieu

of the Consideration Shares in an amount equal to the Purchase Price.

12.2

The Seller shall make its election in writing to the Purchaser within 3 Business

Days of the Effective Date failing which it shall be deemed to have elected to

receive payment of the Consideration Shares.

12.3

Payment made by the Purchaser to the Seller shall be settled–

12.3.1

within 3 months from the date of receipt by the Purchaser of the Seller’s

written election to receive a cash consideration; or

12.3.2

on the Closing Date mutatis mutandis in the manner stipulated in clause 8.4

should the Seller make no written election as contemplated in clause 12.2 or

should the Seller elect to receive payment by way of the Consideration

Shares.

13

13.1

The Seller irrevocably and unconditionally undertakes that it shall –

13.1.1

subject to clause 13.3, not Dispose of or create any Encumbrance over

(unless approved in writing by the Purchaser) any of the Consideration

Shares in any manner whatsoever or enter into any agreement or grant any

option to Dispose of or create any Encumbrance over (unless approved in

writing by the Purchaser) the Consideration Shares from the Signature Date

until the third anniversary of the Closing Date ("Lock-In Period");

13.1.2

remain the sole registered and beneficial shareholder of the Consideration

Shares during the Lock-In Period;

13.1.3

maintain its status as a Historically Disadvantaged Person during the Lock-in

Period; and

13.1.4

on the Closing Date lodge all original documents of title with the Auditors

who shall retain such documents for the duration of the Lock-In Period.

13.2

The Seller shall in any event after the expiry of the Lock-In Period first consult with

the Purchaser should it wish to Dispose of any or all of the Consideration Shares

with a view to avoiding a disruption of the market in the shares of the Purchaser or

any adverse impact on the trading price of the shares of the Purchaser or any

adverse impact on the good standing of the Purchaser’s mining and prospecting

rights.

13.3

The Seller shall not be prevented from entering into a zero cost collar option

agreement with a third party for the purposes of protecting the value of the

Consideration Shares, provided that in terms of such zero cost collar option

agreement –

13.3.1

a disposal of any or all of the Consideration Shares by the Seller to any

party, other than the Purchaser or in accordance with the provisions of this

Agreement, is restricted during the Lock-In Period;

13.3.2

no obligation is created or could be created pursuant to which the Seller may

be required to dispose of any or all of the Consideration Shares during the

Lock-In Period;

13.3.3

the alienation or cession by the Seller of the Consideration Shares’ voting

rights is prevented for the duration of the Lock-In Period; and

13.3.4

the option exercise dates fall on a date after the expiry of the Lock-In Period.

14

The Seller hereby waives, in favour of the Purchaser, its right to receive a pre-emptive

offer to purchase any of the shares in, and claims against, the Company (or any part

thereof) held by the DRDSA Empowerment Trust ("DRDSA Empowerment Trust

Total Interest"), whether in terms of the Constitutional Documents of the Company, the

Companies Act or the provisions of any shareholders agreement between the

shareholders of the Company. Accordingly, the Seller agrees that the DRDSA

Empowerment Trust may Dispose of, and the Purchaser may acquire, the DRDSA

Empowerment Trust Total Interest in accordance with the provisions of any agreement

concluded between them on, mutatis mutandis, similar terms to this Agreement.

15

15.1

The Parties choose domicilium citandi et executandi ("Domicilium") for all

purposes relating to this Agreement, including the giving of any notice or the

serving of any process, as follows -

15.1.1               Seller:

Physical:

-               2

Floor Mettle Building

▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Avenue

▇▇▇▇▇▇▇▇▇

▇▇▇▇

▇▇▇▇▇▇▇▇▇:

-              ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇

Marked for the attention of Mr ▇▇▇▇▇ ▇▇▇▇▇

E-mail:

-               ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇

15.1.2

Purchaser and the Company:

Physical

-

Quadrum Office Park, Building 1

50 Constantia Boulevard

Constantia Kloof Ext. 28, Roodepoort

1709

Facsimile

-              ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇

Marked for the attention of ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

E-mail

-              ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

15.2

Either Party shall be entitled from time to time, by giving written notice to the

others, to vary its physical Domicilium to any other physical address (not being a

post office box or poste restante) within South Africa, and to vary its facsimile

Domicilium to any other facsimile number and its e-mail Domicilium to any other

e-mail address.

15.3

Any notice given or payment made by a Party to the others ("Addressee") which

is delivered by hand between the hours of 09:00 and 17:00 on any Business Day

to the Addressee's physical Domicilium for the time being shall be deemed to

have been received by the Addressee at the time of delivery.

15.4

Any notice given by either Party to the other which is successfully transmitted by

facsimile to the Addressee's facsimile Domicilium or e-mail Domicilium for the time

being shall be deemed (unless the contrary is proved by the Addressee) to have

been received by the Addressee on the day immediately succeeding the date of

successful transmission thereof.

15.5

This clause 15 shall not operate so as to invalidate the giving or receipt of any

written notice, which is actually received by the Addressee other than by a method

referred to in this clause 15.

15.6

Any notice in terms of or in connection with this Agreement shall be valid and

effective only if in writing and if received or deemed to be received by the

Addressee.

16

16.1

Any disputes arising from or in connection with this Agreement shall if so required

by a Party by giving written notice to that effect to the other Parties be finally

resolved in accordance with the rules of the Arbitration Foundation of Southern

Africa ("AFSA") by an arbitrator or arbitrators appointed by AFSA. There shall be

a right of appeal as provided for in article 22 of the aforesaid rules.

16.2

Any Party to this Agreement -

16.2.1

expressly consents to any arbitration in terms of the aforesaid rules being

conducted as a matter of urgency; and

16.2.2

irrevocably authorises the other/s to apply, on behalf of the Parties to such

dispute, in writing, to the secretariat of AFSA in terms of article 23(1) of the

aforesaid rules for any such arbitration to be conducted on an urgent basis.

16.3

If AFSA no longer exists then the arbitrator shall be appointed by the Chairman for

the time being of the Johannesburg Bar Council and the arbitration shall be

conducted in accordance with the Arbitration Act, 42 of 1965, provided however

that the appointment by the Chairman of the arbitrator shall be made from an

aggregate of four potential arbitrators, two of which have been nominated by the

Seller and two of which have been nominated by the Purchaser for that purpose.

16.4

Notwithstanding anything to the contrary contained in this 16, any Party shall be

entitled to apply for an interdict or other urgent relief from any competent court

having jurisdiction.

16.5

For the purposes of this clause 16 and for the purposes of having any award

made by the arbitrator being made an order of court, each of the Parties hereby

submits itself to the exclusive jurisdiction of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇.

16.6

This clause 16 is severable from the rest of this Agreement and shall remain in full

force and effect notwithstanding any termination or cancellation of this Agreement.

17

Should any Party ("Defaulting Party") commit a breach of any provision of this

Agreement and fail to remedy such breach within seven days after receiving written

notice from the other Party/ies ("Aggrieved Party") requiring the Defaulting Party to do

so, then the Aggrieved Party shall, without prejudice to its other rights in law, be entitled

to claim immediate specific performance of all of the Defaulting Party's obligations then

due for performance, without prejudice to the Aggrieved Party's rights to claim

damages.

18

18.1

Notwithstanding the cancellation or termination of this Agreement, no Party

("Receiving Party") shall, at any time after the conclusion of this Agreement,

disclose to any person or use in any manner whatever another Party's

Confidential Information or the existence and contents of this Agreement;

provided that -

18.1.1

any Party may disclose the existence and contents of this Agreement to the

extent required by any rules of any stock exchange by which that Party is

bound; provided further that no such disclosure shall be made unless the

other Party has first given its written approval for the form thereof, which

approval may not be withheld unreasonably;

18.1.2

the Receiving Party may disclose another Party's Confidential Information

and the existence and contents of this Agreement -

18.1.2.1

to the extent required by law (other than in terms of a contractual

obligation of the Receiving Party);

18.1.2.2

to, and permit the use thereof by, its employees, representatives and

professional advisers to the extent strictly necessary for the purpose of

implementing or enforcing this Agreement or obtaining professional

advice or conducting its Business, it being specifically agreed that any

disclosure or use by any such employee, representative or adviser of

such confidential or other information for any other purpose shall

constitute a breach of this 18 by the Receiving Party; and

18.1.3

the provisions of this 18 shall cease to apply to any Confidential Information

of a Party which -

18.1.3.1

is or becomes generally available to the public other than as a result of

a breach by the Receiving Party of its obligations in terms of this 18;

18.1.3.2

is also received by the Receiving Party from a Third Party who did not

acquire such Confidential Information subject to any duty of

confidentiality in favour of another Party; or

18.1.3.3

was known to the Receiving Party prior to receiving it from another

Party.

19

19.1

This Agreement constitutes the sole record of the agreement between the Parties

in relation to the subject matter hereof.

19.2

No Party shall be bound by any representation, warranty, promise or the like not

recorded in this Agreement.

19.3

No addition to, variation, or agreed cancellation of this Agreement shall be of any

force or effect unless in writing and signed by or on behalf of the Parties.

19.4

This Agreement is personal to the Parties and no Party shall be entitled to cede

any of its rights or delegate any of its obligations in terms of this Agreement

without having first obtained the written consent of the other Party, which consent

may not be withheld unreasonably.

19.5

This Agreement will also be for the benefit of and be binding upon the successors

in title and permitted assigns of the Parties or either of them. Save as expressly

provided to the contrary in this Agreement, no provision of this Agreement

constitutes a stipulatio ▇▇▇▇▇▇ in favour of any party who is not a party to this

Agreement.

19.6

No indulgence which any Party may grant to any other shall constitute a waiver of

any of the rights of the grantor, who shall not thereby be precluded from

exercising any rights against the grantee which may have arisen in the Past or

which might arise in the future.

19.7

This Agreement shall be interpreted and governed in all respects by the laws of

South Africa.

19.8

All costs, charges and expenses of every nature whatever which may be incurred

by any Party in enforcing its rights in terms of this Agreement, including without

limiting the generality of the aforegoing, legal costs on the scale as between

attorney and own client and collection commission, irrespective of whether any

action has been instituted, shall be recoverable from the Party against which such

rights are successfully enforced.

19.9

Each provision of this Agreement is, notwithstanding the grammatical relationship

between that provision and the other provisions of this Agreement, severable from

the other provisions of this Agreement. Any provision of this Agreement which is

or becomes invalid, unenforceable or unlawful in any jurisdiction shall, in such

jurisdiction only, be treated as pro non scripto to the extent that it is so invalid,

unenforceable or unlawful, without invalidating or affecting the other provisions of

this Agreement which shall remain of full force and effect. The Parties declare

that it is their intention that this Agreement would be executed without such

invalid, unenforceable or unlawful provision if they were aware of such invalidity,

unenforceability or unlawfulness at the time of execution of this Agreement.

19.10

The signature by any Party of a counterpart of this Agreement shall be as

effective as if that Party had signed the same document as all of the other Parties.

20

The Purchaser shall bear and pay the costs incurred by the Parties in respect of the

negotiation, drafting, preparation and execution of this Agreement, including all legal

fees.

Signed at Roodepoort on 17 March 2014

for DRDGOLD Limited

Signed at Roodepoort on 17 March 2014

for Khumo Gold SPV (Proprietary) Limited

Signed at Roodepoort on 17 March 2014

for   Ergo Mining Operations (Proprietary)

Limited

GP 184 MR

Crown Mines Limited (Registration Pending)

GP185 MR

City Deep Limited (Registration Pending)

GP186 MR

Consolidated Main Reef Mines & Estate Limited (Registration Pending)

GP 165 MR

East Rand Proprietary Mines Limited

GP 187 MR

Crown Gold Recoveries (Pty) Limited (Registration Pending)

GP 158 MR

ERGO Mining (Pty) Limited

GP 10007MR

ERGO Mining (Pty) Limited

GP 10020MR

ERGO Mining (Pty) Limited

GP 151 MR

East Rand Proprietary Mines Limited (Registration Pending)

GP 150 MR

East Rand Proprietary Mines Limited

GP 411 PR

ERGO Mining (Pty) Limited

GP 381 PR

ERGO Mining (Pty) Limited

GP 151 PR

East Rand Proprietary Mines Limited

GP 243 PR

East Rand Proprietary Mines Limited (under High Court review application)

GP 10044 PR

East Rand Proprietary Mines Limited

GP 10185 PR

ERGO Mining (Pty) Limited