OPTION EXERCISE AGREEMENT

the singular includes the plural and  vice versa.

1.2.6

"Khumo Gold SPV" means Khumo Gold SPV (Proprietary) Limited, registration

number 2005/029595/07, a limited liability private company duly incorporated in the

Republic of South Africa;

1.2.7

"Khumo Gold SPV Pref Share Subscription Agreement" means the

Subscription Agreement entered into or to be entered into between DRDGOLD

and Khumo Gold SPV contemporaneously with the entering into of this

Agreement, in terms of which DRDGOLD will subscribe for, and Khumo Gold SPV

will allot and issue to DRDGOLD, cumulative participating compulsorily

redeemable class B preference shares in the share capital of Khumo Gold SPV;

1.2.8

"Nominated Attorneys" means ▇▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated, registration number

1998/018173/21, a firm of attorneys incorporated as a private company in the

Republic of South Africa in accordance with section 53(b) of the Companies

Act, 1973;

1.2.9

"Option" means the option granted by DRDGOLD to Khumo Gold SPV

(acting on its own behalf and as promoter of the Trust) in the Option Agreement, to

acquire from DRDGOLD the Option Shares at the Option Price;

1.2.10

"Option Agreement" means the Option Agreement entered into between

DRDGOLD and Khumo Gold SPV on or about 18 November 2005, in terms of

which DRDGOLD granted the Option to Khumo Gold SPV (acting on its own behalf

and as promoter of the Trust);

1.2.11

"Option Price" means, in respect of

1.2.11.1

Khumo Gold SPV, R4,300,000.00 (four million three hundred

thousand rand); and

1.2.11.2

the Trust, R5,070,000.00 (five million seventy thousand rand);

1.2.12

"Option Shares" means, in respect of —

1.2.12.1   Khumo Gold SPV, 50,000,000 (fifty million) ordinary shares in the capital of

DRDSA, constituting 5% (five percent) of the entire issued share capital of

DRDSA; and

1.2.12.2   the Trust, 60,000,000 (sixty million) ordinary shares in the capital of DRDSA,

constituting 6% (six percent) of the entire issued share capital of DRDSA;

1.2.13

"Parties" means the parties to this Agreement;

1.2.14

"Signature Date" means the date of signature of this Agreement by the

Party last signing;

1.2.15

"Suspensive Conditions" means the suspensive conditions contained in

clause 3.1;

1.2.16

"Trust" means the DRDSA Empowerment Trust, an inter vivos trust

established by oral agreement between Khumo Gold SPV, Masecheaba

Palesa Moletsane Ncholo and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Thulo Mogotsi on 07

September 2006; and

1.2.17

"Trust Loan Agreement" means the Loan Agreement entered into or to be

entered into between DRDGOLD and the Trust contemporaneously with the

entering into of this Agreement, in terms of which DRDGOLD will lend and

advance certain amounts to the Trust.

1.3

Any substantive provision, conferring rights or imposing obligations on a

Party and appearing in any of the definitions in this clause 1 or elsewhere in

this Agreement, shall be given effect to as if it were a substantive provision in

the body of the Agreement.

have structured, drafted or introduced such provision.

1.11

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

Agreement.

2.1

In terms of the Khumo Gold SPV Pref Share Subscription Agreement,

DRDGOLD will subscribe for cumulative participating compulsorily redeemable

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

Gold SPV exercises its portion of the Option and applies the proceeds of the said

subscription to inter alia pay its portion of the Option Price.

2.2

In addition, in terms of the Trust Loan Agreement, DRDGOLD will lend and

advance to the Trust inter alia such amount as will enable the Trust to exercise its

portion of the Option and pay its portion of the Option Price.

2.3      The Parties wish to record in writing their agreement in respect of the

above and matters ancillary thereto.

3.1

This Agreement, save for the provisions of clause 1, this clause 3, and clauses 8

to 15 which will become effective immediately, shall be subject to the suspensive

conditions that, by not later than 31 October 2006 —

3.1.1

the Khumo Gold SPV Pref Share Subscription Agreement has been entered

into and has become unconditional in accordance with its terms, save in respect of

any condition requiring that this Agreement becomes unconditional; and

3.1.2

the Trust Loan Agreement has been entered into and has become

unconditional in accordance with its terms, save in respect of any

condition requiring that this Agreement becomes unconditional.

3.2

The Suspensive Conditions have been inserted for the benefit of all 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 Suspensive

Conditions as soon as reasonably possible after the Signature Date.

3.4

Unless all the Suspensive Conditions have been fulfilled or waived by not later

than the date specified for fulfilment thereof set out above (or such later date or dates

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 8 to 15 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 none of the Parties will have any claim

against the others in terms hereof or arising from the failure of the Suspensive

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

4.1

Each of Khumo Gold SPV and the Trust hereby, but with effect from the Closing

Date, exercises the Option, which exercise DRDGOLD hereby accepts.

4.2

On the Closing Date, DRDGOLD shall transfer to the Nominated Attorneys in

cash, which shall receive on behalf of Khumo Gold SPV and the Trust, the

amounts payable by DRDGOLD to Khumo Gold SPV and the Trust pursuant to

the Khumo Gold SPV Pref Share Subscription Agreement and

the Trust Loan Agreement.

Shareholder

Percentage

740,000,000

74%

Khumo Gold SPV

200,000,000

20%

Trust

60,000,000

6%

1,000,000,000

100%

rules for commercial arbitration.

9.2      Should AFSA, as an institution, not be operating at that time or not be

accepting requests for arbitration for any reason, then the arbitration shall be

conducted in accordance with the AFSA rules for commercial arbitration, but

administered by the attorneys of the parties to the dispute, before an arbitrator

appointed by agreement between the parties to the dispute or failing agreement

within 10 (ten) business days of the demand for arbitration, then any party to the

dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg

Bar Council to nominate the arbitrator, provided that the person so nominated shall

be an advocate of not less than 10 (ten) years standing as such. The person so

nominated shall be accepted by and appointed as the arbitrator by the parties to the

dispute. In the event of the attorneys of the parties to the dispute failing to agree on

any matter relating to the administration of the arbitration, such matter shall be

referred to and decided by the arbitrator whose decision shall be final and binding

on the parties to the dispute.

9.3

Any of the parties to the dispute may appeal the decision of the arbitrator or

arbitrators in terms of the AFSA rules for commercial arbitration.

9.4

Nothing herein contained shall be deemed to prevent or prohibit a Party from

applying to the appropriate court for urgent relief or for judgment in relation to a

liquidated claim.

9.5

Any arbitration in terms of this clause 8 shall be conducted in camera and the

Parties shall treat as confidential and not disclose to any third party details of the

dispute submitted to arbitration, the conduct of the arbitration proceedings or the outcome

of the arbitration, without the written consent of the other parties to the dispute.

9.6

The provisions of this clause 8 will continue to be binding on the Parties

notwithstanding any termination or cancellation of the Agreement.

9.7

The Parties agree that the written demand by a Party in terms of clause 9.1 that

the dispute or difference be submitted to arbitration, is to be deemed to be a

legal process for the purpose of interrupting extinctive prescription in terms of

the Prescription Act, 1969.

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

in title and permitted assigns of the Parties or any of them.

The Parties choose as their respective domicilia citandi at executandi for the

purpose of legal proceedings and for the purposes of giving or sending any notice

provided for or necessary in terms of this Agreement, the following addresses and

telefax numbers for each of them —

Physical Address

Khumo Gold SPV

The Birches Riverwoods Office

▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇

& The Trust

Park ▇▇▇▇▇▇▇ Road

                                            Bedfordview

Marked for the attention of; ▇▇ ▇▇▇▇▇▇ Ncholo

Name

Physical Address

DRDGOLD

4 Ebsco House

▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇

the Parties.

12.2     No variation, addition, deletion, or agreed cancellation will be of any force or

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

the part of any Party in exercising any right, power or privilege hereunder will not

constitute or be deemed to be a waiver thereof, nor will any single or partial exercise

of any right, power or privilege preclude any other or further exercise thereof or the

exercise of any other right, power or privilege.

12.3     All provisions and the various clauses and sub-clauses of this Agreement are,

notwithstanding the manner in which they have been grouped together or linked

grammatically, severable from each other. Any provision, clause or sub-clause of

this Agreement which is or becomes unenforceable in any jurisdiction, whether due to

voidness, invalidity, illegality, unlawfulness or for any other reason whatever,

shall, in such jurisdiction only and only to the extent that it is so unenforceable, be

treated as pro non scripto and the remaining provisions, clauses and sub-clauses of

this Agreement shall remain of full force and effect.

12.4     Neither this Agreement nor any part, share or interest therein nor any rights or

obligations hereunder may be ceded, assigned, or otherwise transferred without the

prior written consent of the other Parties.

12.5     This Agreement may be executed in counterparts, each of which will be deemed

an original, and all of which together will constitute one and the same agreement as

at the date of signature of the Party last signing one of the counterparts.

13.1   This Agreement will in all respects be governed by and construed under the

laws of the Republic of South Africa.

13.2

Subject to the provisions of clause 8, the Parties hereby consent and submit to the

non-exclusive jurisdiction of the Witwatersrand Local Division of the High Court

of the Republic of South Africa in any dispute arising from or in connection with

this Agreement. The Parties agree that any costs awarded will be recoverable on

an attorney-and-own-client scale.

The fees and disbursements of the Nominated Attorneys of and incidental to the

negotiation, drafting, preparation and implementation of this Agreement will be borne

and paid by DRDGOLD together with the stamp duty payable on the transfer of the Option

Shares. All further legal costs and expenses of and incidental to the negotiation, drafting,

preparation and implementation of this Agreement will be paid by the Party incurring such

costs.

Signed on behalf of the Parties as set out below, each signatory hereto warranting

that he or she has due authority to do so –

SIGNED at JOHANNESBURG on 10 October 2006.