CESSION AGREEMENT

entered into between

DRDGOLD LTD

and

KHUMO GOLD SPV (PTY) L TD

and

KHUMO BATHONG HOLDINGS (PTY) LTD

New-KBH.kbh -loan cession

WHEREBY IT IS AGREED AS FOLLOWS:

1.

DEFINITIONS AND INTERPRETATION

1.1.

Definitions

In this Agreement, unless clearly inconsistent with or otherwise indicated by the

context -

1.1.1.

"Agreement" means the Agreement set out in this document and in the

Annexures hereto;

1.1.2.

"Business Day" means any day other than a Saturday, a Sunday or a public

holiday in the Republic of South Africa;

1.1.3.

"Closing" means the completion of the cession;

1.1.4.

"Khumo Gold SPV" means Khumo Gold SPV (Pty) Ltd, Registration Number

2005/029595/07;

1.1.5.

"the Closing Date" means the later of fulfillment of the Suspensive Condition

or the 18th of November 2005;

1.1.6.

"DRDGOLD" means DRDGOLD Limited, Registration Number

1895/000926/06;

1.1.7.

"KBH" means Khumo Bathong Holdings (Pty) Limited, Registration Number

1998/007546/07;

1.1.8.

“the Loan" means the loan owed by KBH to DRDGOLD in terms of written

Loan Agreement dated 12 June 2002 as amended, in terms of which KBH, as at the 9

of

November 2005 shall be indebted to DRDGOLD in an amount of R7,944,000.00

1.1.9.

"the Purchase Consideration" means the purchase consideration payable by

Khumo Gold SPV to DRDGOLD for the Loan as more fully set out in clause 4 of this

Agreement;

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1.1.10.

1.1.11.

1.1.12.

"Parties" means Khumo Gold SPV and DRDGOLD;

"R" or "Rand"" means the lawful currency of the Republic of South Africa;

"the Suspensive Condition" means those conditions to the cession of the Loan as more

fully set out in clause 5 of this Agreement.

Interpretation

The headings of the clauses in this Agreement are for the purpose of reference and convenience only

and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor

any clause hereof and, unless the context otherwise requires -

association, corporation and any other body corporate and the state;

proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a

statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

that document;

the date of the last signature to this Agreement;

re-enacted from time to time;

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1.2.8.

if any provision in clause 1.1 is a substantive provision conferring rights or imposing

obligations on any Party, notwithstanding that it is only in such clause, effect shall be given to it

as if it were a substantive provision in the body of this Agreement;

1.2.9.

when any number of days is prescribed in this Agreement, same shall be reckoned

exclusively of the first and inclusively of 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;

1.2.10.

where figures are referred to in numerals and in words, if there is any conflict

between the two, the words shall prevail;

1.2.11.

expressions defined in this Agreement shall bear the same meanings in any

Schedules or Annexures to this Agreement which do not themselves contain their own

conflicting definitions;

1.2.12.

the expiration or termination of this Agreement shall not affect such of the

provisions of this Agreement as expressly provide that they will operate after any such

expiration or termination or which of necessity must continue to have effect after such

expiration or termination, notwithstanding that the clauses themselves do not expressly provide

for this;

1.2.13.

the rule of construction that a contract shall be interpreted against the party

responsible for the drafting or preparation of the contract shall not apply;

1.2.14.

the eiusdem generis rule shall not apply and whenever a term is followed by the word

"including" which is then followed by specific example, such examples shall not be construed so

as to limit the meaning of that term; and

1.2.15.

any reference in this Agreement to a party shall if such party is liquidated,

sequestrated or placed under judicial management, be applicable also to and binding upon that

party's liquidator, trustee or judicial manager, as the case may be.

2.

2.1

DRDGOLD has a claim again KBH for payment of the Loan;

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2.2

Khumo Gold SPV desires to acquire the Loan, and DRDGOLD has agreed to dispose

of the Loan to Khumo Gold SPV , on the terms in this Agreement.

3.

3.1

DRDGOLD hereby cedes to Khumo Gold SPV, upon fulfillment of the Suspensive

Condition and upon receipt of the Purchase Consideration, all claims it has against KBH arising

from, and in respect of the Loan.

3.2

To the extent required, KBH consents to the cession of the Loan.

4.

4.1.

The purchase consideration for the Loan shall be an amount of R7,944,000.00

4.2.

Khumo Gold SPV shall pay the Purchase Consideration to DRDGOLD by no later

than the Closing Date by procuring the transfer from the proceeds of the issuance of the

Khumo Gold SPV Preference Shares an amount equal to the Purchase Consideration, to

DRDGOLD.

5.

5.1.

This Agreement shall be subject to the receipt of a written opinion from an

independent expert acting for the independent directors of DRDGOLD, that the terms of this

agreement are fair and reasonable to DRDGOLD shareholders.

6.

6.1.

Khumo Gold SPV shall on the Closing Date provide DRDGOLD with written

confirmation, accompanied by a record of transfer of funds, from Attorney ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

that the Purchase Consideration has been paid to DRDGOLD.

6.2.

Whilst closing shall occur upon Khumo Gold SPV providing DRDGOLD with the

written record of transfer, as aforesaid, the cession of the Loan shall be deemed to have

occurred upon actual payment of the Purchase Consideration.

7.

7.1.

DRDGOLD warrants to Khumo Gold SPV that the Loan shall at the Closing Date

be unencumbered and freely transferable

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7.2.

Khumo Gold SPV has entered into this Agreement relying on the strength of the

warranties given to Khumo Gold SPV by DRDGOLD. All the warranties given in terms of this

Agreement shall be deemed to be material.

8.

RESOLUTION OF DISPUTES

The parties acknowledge and agree the High Court of South Africa shall have exclusive jurisdiction to

determine any dispute arising from this agreement.

9.

AGREEMENT, NO AMENDMENT

9.1.

This Agreement constitutes the whole agreement between the Parties relating to

the subject matter hereof.

9.2.

No amendment or consensual cancellation of this Agreement or any provision or

term hereof or of any agreement, ▇▇▇▇ of exchange or other document issued or executed pursuant to

or in terms of this Agreement and no settlement of any disputes arising under this Agreement and

no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to

suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any

agreement, ▇▇▇▇ of exchange or other document issued pursuant to or in terms of this Agreement

shall be binding unless recorded in a written document signed by the Parties (or in the case of an

extension of time, waiver or relaxation or suspension, signed by the party granting such extension,

waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or

made shall be strictly construed as relating strictly to the matter in respect whereof it was made or

given.

9.3.

No extension of time or waiver or relaxation of any of the provisions or terms of

this Agreement or any agreement, ▇▇▇▇ of exchange or other document issued or executed pursuant

to or in terms of this Agreement, shall operate as an estoppel against any Party in respect of its rights

under this Agreement, nor shall it operate so as to preclude such Party thereafter from exercising its

rights strictly in accordance with this Agreement.

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9.4.

To the extent permissible by law no Party shall be bound by any express or

implied term, representation, warranty, promise or the like not recorded herein, whether it

induced the contract and/ or whether it was negligent or not.

10. DOMICILIUM CITANDI ET EXECUTANDI

10.1.

The Parties choose as their domicilia citandi et executandi for all purposes under this

Agreement whether in respect of court process, notices or other documents or communications

of whatsoever nature, the following addresses:

10.2.

DRDGOLD

Physical: 4 Ebsco House, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇

Postal: ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇

Telefax: 011 482 4641

E-mail: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇▇▇▇▇.▇▇▇

Attention: N Pretorius

10.3.

Khumo Gold SPV :

Physical: ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇

Postal:

▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇

Telefax: (011) 457 6901

Email:

▇▇▇▇▇▇▇▇@▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇.▇▇

Attention: ▇▇ ▇▇▇▇▇▇ Ncholo

10.4.

Any notice or communication required or permitted to be given in terms of this

Agreement shall be valid and effective only if in writing but it shall be competent to give

notice by telefax or e-mail.

10.5.

Any Party may by notice to any other Party change the physical address chosen as

its domicilium citandi et executandi vis-à-vis that party to another physical address where

postal delivery occurs in Gauteng or its postal address or its telefax number or e-mail address,

provided that the change shall become effective vis-à-vis that addressee on the 7th (seventh)

Business Day from the receipt of the notice by the addressee.

10.6.

Any notice to a Party -

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10.6.1

10.6.2

sent by prepaid registered post (by airmail if appropriate) in a correctly addressed

envelope to it at an address chosen as its domicilium citandi et executandi to

which post is delivered shall be deemed to have been received on the fifth

Business Day after posting (unless the contrary is proved);

delivered by hand to a responsible person during ordinary business hours at the

physical address chosen as its domicilium citandi et executandi shall be deemed

to have been received on the day of delivery; or

sent by telefax to its chosen telefax number shall be deemed to have been

received on the date of despatch (unless the contrary is proved); or

sent bye-mail to its chosen e-mail address stipulated in this clause, shall be

deemed to have been received on the date of despatch (unless the contrary is

proved).

Notwithstanding anything to the contrary herein contained a written notice or

communication actually received by a Party shall be an adequate written notice or

communication to it notwithstanding that it was not sent to or delivered at its

chosen domicilium citandi et execu ▇▇▇▇▇.

11.1.

Khumo Gold SPV records that it may wish, without limiting its liability to render

any performance owing under this agreement, to assign the rights it acquires in terms of this

agreement to a wholly owned subsidiary of Khumo Gold SPV.

11.2.

DRDGOLD agrees to such assignment, provided that Khumo Gold SPV shall

remain jointly and severally liable to DRDGOLD of all the assignee's obligations in terms at

or arising in terms of this agreement.

11.3.

Save as expressly provided elsewhere neither DRDGOLD on the one hand nor.

Khumo Gold SPV on the other shall be entitled to cede their rights or assign their

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rights and obligations hereunder to any third party without the prior consent of the other of

them.

12. COSTS

Each Party shall pay its own costs In negotiating, settling and implementing this Agreement.

SIGNED by the Parties and witnessed on the following dates and at the following places respectively:

PLACE

2.

1.

2.

SIGNATURE

/s/ JWC ▇▇▇▇▇▇

JWC  ▇▇▇▇▇▇

/s/ MP Ncholo

MP  Ncholo

For: Khumo Gold SPV