OFFER OF CLASS A PREFERENCE SHARE

1

1

Interpretation

1.1

In this Agreement:

1.1.1

clause headings are for convenience only and are not to be used in its interpretation;

1.1.2

an expression which denotes:

1.1.2.1

any gender includes the other genders;

1.1.2.2

a natural person includes a juristic person and vice versa; and

1.1.2.3

the singular includes the plural and vice versa.

In this Agreement, unless the context clearly indicates a contrary intention, the following words and

expressions shall bear the meanings assigned to them below and cognate words and expressions

shall bear corresponding meanings:

“Act”:

The Companies Act, No. 61 of 1973;

“Company”:

East Rand Proprietary Mines Limited, registration

number: 1893/000773/06, a limited liability public

company duly incorporated in the Republic of South

Africa;

“Class A Pref Share”:

1 (one) Class A cumulative participating preference

share in the share capital of the Company with a par

value of R1.00 (one rand);

“Condition”:

The condition in clause 3;

“Closing Date”:

the 5

(fifth) business day after the date upon which the

Condition has been met;

“DRDGOLD”:

DRDGOLD Limited, registration number:

1895/000926/06, a limited liability public company duly

incorporated in the Republic of South Africa;

“DRDSA”

DRDGOLD South African Operations (Proprietary)

Limited, registration number: 2005/033662/07, a limited

liability private company duly incorporated in the

Republic of South Africa;

“Holder”:

the holder of the Class A Pref Share from time to time;

“Issue Date”:

the actual date of issue of the Class A Pref Share, which

shall be the Closing Date;

“Subscription Price”:

the amount of R4,080,000 (four million and eighty

thousand rand);

“Khumo Gold SPV:”

Khumo Gold SPV (Proprietary) Limited, registration

number: 2005/029595/07, a limited liability private

company duly incorporated in the Republic of South

Africa;

the subscription agreement between DRDGOLD and

Khumo Gold SPV in terms of which DRDGOLD shall

subscribe for 31,811 (thirty one thousand eight hundred

and eleven) cumulative participating compulsorily

redeemable Class A reference shares in the capital of

Khumo Gold SPV;

“Parties”

the parties to this Agreement;

“Preference Dividend”:

the preferential cash dividend payable to the Holder in

accordance with the conditions in clause 2.1 of schedule

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1.5

A reference to any statutory enactment will be construed as a reference to that enactment as

at the Signature Date and as amended or substituted from time to time.

1.6

Reference to "days" will be construed as calendar days unless qualified by the word

"business", in which instance a "business day" will be any day other than a Saturday, Sunday

or public holiday as gazetted by the government of the Republic of South Africa from time to

time.

1.7

Unless specifically otherwise provided, any number of days prescribed will be determined by

excluding the first and including the last day or, where the last day falls on a day that is not a

business day, the next succeeding business day.

1.8

Where figures are referred to in numerals and in words, and there is any conflict between the

two, the words will prevail, unless the context indicates a contrary intention.

1.9

No provision herein will be construed against or interpreted to the disadvantage of a Party by

reason of such Party having or being deemed to have structured, drafted or introduced such

provision.

1.10

In this Agreement the words "clause" or "clauses" refer to clauses of this Agreement.

2.1

Khumo Gold SPV and DRDGOLD have entered into the DRDGOLD / Khumo Gold SPV

Pref Share Subscription Agreement in terms of which DRDGOLD will subscribe for 31,811

(thirty one thousand eight hundred and eleven) cumulative participating compulsorily

redeemable class A preference shares in Khumo Gold SPV, on condition, inter alia, that

Khumo Gold SPV applies the proceeds of the said subscription to subscribe for inter alia the

Class A Pref Share.

2.2

The Company hereby extends an offer to Khumo Gold SPV to subscribe for the Class A Pref

Share on the terms and conditions contained in this Agreement.

2.3

Khumo Gold SPV hereby accepts such offer.

3

CONDITION

3.1

The operation of this Agreement, save for the provisions of clause 1, this clause 3, and

clauses 6 to 10 which will become effective immediately, shall be subject to the condition

that, by no later than 25 November 2005, the DRDGOLD / Khumo Gold SPV Pref Shares

Subscription Agreement is entered into, and that DRDGOLD has paid the subscription price

owing under that agreement.

3.2

The Condition has been inserted for the benefit of both Parties and may therefore only be

waived by agreement in writing between the Parties.

3.3

Each of the Parties will use commercially reasonable endeavours and the Parties will co-

operate in good faith to procure the fulfilment of the Condition as soon as reasonably

possible after the Signature Date.

3.4

Unless the Condition has been fulfilled or waived by not later than the date specified for

fulfilment thereof set out above (or such later date as may be agreed in writing between the

Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3,

and clauses 6 to 10 which will become effective immediately, will never become of any force

or effect and the status quo ante will be restored as near as may be and neither of the Parties

will have any claim against the other in terms hereof or arising from the failure of the

Condition, save for any claims arising from a breach of the provisions of clause 3.3.

4

SUBSCRIPTION, ALLOTMENT AND ISSUE

4.1

Khumo Gold SPV hereby, but with effect from the Closing Date, subscribes for the Class A

Pref Share at the Subscription Price.

4.2

Khumo Gold SPV shall pay the Subscription Price on the Closing Date in cash by causing

Attorneys ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc to electronically transfer such portion of the subscription price

payable by DRDGOLD to Attorneys ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc in trust in terms of the DRDGOLD /

Khumo Gold SPV Pref Share Subscription Agreement as is equal to the Subscription Price,

to the account of the Company, the details of which the Company shall provide to Attorneys

▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc, in writing.

4.3

On the Issue Date, against compliance by Khumo Gold SPV of the obligation to pay the

Subscription Price, the Company shall allot and issue the Class A Pref Share as fully paid,

and shall deliver the share certificate in respect thereof to Khumo Gold SPV.

4.4

The creation and stamp duty (if any) payable on the creation and issue of the Class A Pref

Share shall be borne and paid by Khumo Gold SPV.

5

TERMS AND CONDITIONS ATTACHING TO THE CLASS A PREF SHARE

The Class A Pref Share shall have, and be subject to, the terms and conditions set out in Schedule 1

hereto.

6

BREACH

6.1

If, before the completion of the allotment and issue of the Class A Pref Share Khumo Gold

SPV commits a breach of its obligations to the Company under this Agreement, and if the

breach in question is not remedied before the expiry of a period of 48 (forty eight) hours after

the Company has given notice to Khumo Gold SPV to remedy same, the Company shall be

entitled to cancel this Agreement on written notice to Khumo Gold SPV.

6.2

If, after the completion of the allotments of the Class A Pref Share Khumo Gold SPV

commits a breach of its obligations to the Company under this Agreement, the Company

shall no longer be entitled to cancel this Agreement but shall be entitled to exercise all the

other remedies available to it as a result of the breach and which are consistent with this

Agreement remaining in force, including specific performance (so far as permissible) and

damages.

6.3

If the Company commits a breach of its obligations to Khumo Gold SPV under this

Agreement, Khumo Gold SPV shall not be entitled to cancel this Agreement but shall be

entitled to exercise any of the other remedies available to it as a result of the breach and

which are consistent with this Agreement remaining in force, including specific performance

(so far as permissible) and damages.

7.1

This Agreement constitutes the sole record of the agreement between the Parties in regard to

the subject matter hereof.

7.2

Neither Party shall be bound by any express or implied term, representation, warranty,

promise or the like, not recorded in this Agreement.

7.3

No addition to, amendment to, variation or consensual cancellation of this Agreement and no

extension of time, waiver or relaxation or suspension of any of the provisions or terms of this

Agreement shall be of any force or effect unless in writing and signed by or on behalf of both

the Parties.

7.4

No latitude, extension of time or other indulgence which may be given or allowed by either

Party to the other Party in respect of the performance of any obligation hereunder or

enforcement of any right arising from this Agreement and no single or partial exercise of any

right by either Party shall under any circumstances be construed to be an implied consent by

such Party or operate as a waiver or a novation of, or otherwise affect any of that Party's

rights in terms of or arising from this Agreement or estop such Party from enforcing, at any

time and without notice, strict and punctual compliance with each and every provision or

term of this Agreement.

8         GOVERNING LAW

This Agreement shall in all respects (including its existence, validity, interpretation, implementation,

termination and enforcement) be governed by the laws of the Republic of South Africa which are

applicable to agreements executed and wholly-performed within Republic of South Africa.

9.1

In the event of any dispute or difference between the Parties relating to or arising out of this

Agreement, including the implementation, execution, interpretation, rectification, termination

or cancellation of this Agreement, the High Court of South Africa shall have jurisdiction to

determine the matter.

9.2

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 :

9.3                  Company

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

Postal:

▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇

Telefax:

011 482 4641

E-mail:

▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇▇▇▇▇.▇▇▇

Attention:

N Pretorius

9.4

Khumo Gold SPV:

Physical:

▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,

▇▇▇▇

Postal:

P O ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇

Telefax:                  (011) 457 6901

Email:

▇▇▇▇▇▇▇▇@▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇.▇▇

Attention:

▇▇ ▇▇▇▇▇▇ Ncholo

9.5

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.

9.6

Either Party may by notice to the 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.

9.7

Any notice to a Party:

9.7.1

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);

9.7.2

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

9.7.3

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

9.7.4

sent by e-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).

9.8

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

executandi.

Each provision in this Agreement is severable from all others, notwithstanding the manner in which

they may be linked together or grouped grammatically, and if in terms of any judgment or order, any

provision, phrase, sentence, paragraph or clause is found to be defective or unenforceable for any

reason, the remaining provisions, phrases, sentences, paragraphs and clauses shall nevertheless

continue to be of full force. In this regard the Parties record that they would have concluded this

Agreement even if the offending previous phases, sentences, paragraphs and clauses had not been

agreed to. In particular, and without limiting the generality of the aforegoing, the Parties

acknowledge their intention to continue to be bound by this Agreement and shall use their best

endeavours to conclude all necessary documentation to give effect thereto notwithstanding that any

provision may be found to be unenforceable or void or voidable, in which event the provision

concerned shall be severed from the other provisions, each of which shall continue to be of full force

but provided always that the overall commercial intent and purpose of the transaction constituted by

this Agreement is preserved notwithstanding the severance of such provision(s).

As Witness:

1. _______________________________

2. _______________________________

As Witness:

1._______________________________

2. _______________________________

Schedule 1

1.

The Class A Pref Share will be allotted and issued at par plus a premium in the aggregate equal to

the Subscription Price.

2.

The Class A Pref Share will carry the following special rights and will be subject to the following

special conditions:

2.1.

The Class A Pref Share carries the right in favour of the Holder to call for and receive, in

priority to any other shares for the time being issued by the Company, a preferential

dividend in an amount of R0.15 (fifteen cents) (less any Secondary Tax on Companies,

or any other dividend tax imposed in its stead which the Company becomes obliged to

pay on every dividend of R0.15 (fifteen cents)) for every R0.85 (eighty five cents) that

the Company pays to DRDGOLD or its successor in title, both toward:

2.1.1.

capital and interest on capital in terms of the secured shareholder loans recorded

in the loan agreements concluded during February 2003 between the Company

and each of DRDGOLD and the Industrial Development Corporation of South

Africa Limited ("IDC") (the latter of which has since been ceded to DRDGOLD)

("Secured Shareholder Loans"); and

2.1.2.      interest and smelter royalties paid in terms of, and payments made to redeem,

the debentures issued by the Company to each of DRDGOLD and the IDC in

terms of the debenture deeds entered into during February 2003 between the

Company and each of DRDGOLD and the IDC (the latter of which has since

been ceded to DRDGOLD) ("Debenture Deeds").

2.2.

Each Preference Dividend shall accrue in favour of the Holder immediately upon

payment of any amount toward the Secured Shareholder Loans or in terms of the

Debenture Deeds and shall become payable on the next Dividend Date.

2.3.

The Class A Pref Share shall remain entitled to receive Preference Dividends until the

aggregate of all payments made by the Company toward:

2.3.1.     the capital (excluding interest accruing from the Issue Date) owing on the

Secured Shareholders Loans; and

2.3.2.

the redemption of the debentures issued under the Debenture Deeds,

equals R160,000,000.00 (one hundred and sixty million rands) reckoned from the Issue

Date.

2.4.

On a winding-up of the Company or on any repayment of its capital, the Class A Pref

Share shall rank, in regard to all arrears of Preference Dividends (whether declared or

not) calculated to the date of the distribution or repayment, prior to any other shares for

the time being issued by the Company.

2.5.

The Class A Pref Share shall not be entitled to any further (in addition to what is

contained herein) participation in the profits or assets of the Company or, on its winding-

up, in the distribution of its surplus assets.

2.6.

The Holder shall be entitled to receive notice of and be entitled to attend but not to vote

at any general meeting of the Company in respect of the Class A Pref Share unless, any

Preference Dividend remains in arrear and unpaid for a period of 7 (seven) days after a

Dividend Date, or a resolution is to be proposed at the general meeting:

2.6.1.      which directly or indirectly adversely affects the rights attached to the Class A

Pref Share or directly affects the interests of the Holder; or

2.6.2.

for the disposal of the whole or substantially the whole of the undertaking of the

Company or the whole or the greater part of the assets of the Company,

in which event the Holder shall be entitled to vote on any such resolution.

2.7.

The Holder shall, when it is entitled to vote and is present in person or is represented by a

representative or by a proxy at a general meeting, have:

2.7.1.

one vote on a show of hands;

2.7.2.

so many votes on a poll as is determined in accordance with section

195 of the Act.

2.8.

Notwithstanding anything contained herein:

2.8.1.

the terms of the Class A Pref Share may not be cancelled, varied or

added to; and

2.8.2.

no shares in the capital of the Company, ranking, as regards rights to

dividends or, in winding-up or return of capital, in priority to or pari

passu with the Class A Pref Share shall be created or issued,

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