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Drdgold Ltd – ‘20-F’ for 12/14/07 – EX-99

On: Friday, 12/14/07, at 11:48am ET · For: 12/14/07 · Accession #: 1205613-7-166 · File #: 0-28800

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/14/07  Drdgold Ltd                       20-F       12/14/07   38:12M                                    Ince Pty Ltd/FA

Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer           HTML   1.92M 
 2: 20-F        Annual Report of a Foreign Private Issuer --         PDF   1.93M 
                          drd_20f                                                
 3: EX-99       Miscellaneous Exhibit                               HTML     21K 
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EX-99 — Miscellaneous Exhibit

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Page 1

Exhibit 4.123

Execution Version
ISL/HD
291007

Term Sheet for Funding, Equity and Related Matters

in connection with NEWCO 1, NEWCO 2 and NEWCO 3

as hereafter defined

Parties

1.1

Acorn Gold (Proprietary) Limited (Reg No 2002/007358/07), a private

company incorporated in accordance with the company laws of the Republic of

South Africa (“ACORN”);

1.2

DRDGold Limited (Reg No1895/000926/06), a public company incorporated

in accordance with the company laws of the Republic of South Africa

(“DRDGOLD”);

1.3

Durban Roodepoort Deep (Proprietary) Limited (Reg No 2003/011659/07), a

private company incorporated in accordance with the company laws of the

Republic of South Africa (“DRD”);

1.4

Friedshelf 850 (Proprietary) Limited (Reg No 2007/004877/07) [which is in

the course of changing its name to West Wits Monarch (Proprietary) Limited],

a private company incorporated in accordance with the company laws of the

Republic of South Africa (“NEWCO 3”);

1.5

Geotorm Investments Limited (Reg No 1379447), a private company

incorporated in accordance with the laws of the British Virgin Islands

(“GEOTORM”);

1.6

Kgosi Resource Management (Proprietary) Limited [which is in the course of

changing its name to West Wits Roodepoort Mining (Proprietary) Limited and

which was formerly known as Friedshelf 841 (Proprietary) Limited] (Reg No

2007/001817/07), a private company incorporated in accordance with the

company laws of the Republic of South Africa (“NEWCO 2”);

Page 2

1.7

Mineral and Mining Reclamation Services (Proprietary) Limited (Reg No

2003/020378/07), a private company incorporated in accordance with the

company laws of the Republic of South Africa (“MMRS”);

1.8

MinTails SA (Proprietary) Limited (Reg No 2004/007547/07), a private

company incorporated in accordance with the company laws of the Republic of

South Africa (“MINTAILS SA”);

1.9

West Witwatersrand Gold Mines Limited (Reg No 1967/013456/06), a public

company incorporated in accordance with the company laws of the Republic of

South Africa (“WEST WITS”);

1.10

West Witwatersrand Holdings Limited (Reg No 1971/005928/06), a public

company incorporated in accordance with the company laws of the Republic of

South Africa (“WEST WITS HOLDINGS”);

1.11

West Wits Mining Limited [formerly known as Kgosi (Proprietary) Limited]

(Reg No ABN 89 124 894 060), a public company incorporated in accordance

with the company laws of Australia (“LISTCO”);

1.12

West Wits Mining SA (Proprietary) Limited [formerly known as Friedshelf

840 (Proprietary) Limited] (Reg No 2007/001759/07), a private company

incorporated in accordance with the company laws of the Republic of South

Africa (“NEWCO 1”).

Recordal

It is recorded that:-

2.1

2.1.1

DRD is the legal holder of “new order rights” for underground

prospecting [“new order rights” having the meaning ascribed

thereto in the Mineral and Petroleum Resources Development

Act, No 28 of 2002, as amended (“MPRDA”)] in respect of what

is generally described and known as the Rand Leases Mining

Area and the DRD Mining Area (collectively the “DRD

ASSETS”);

Page 3

2.1.2

pursuant to the aforesaid “new order rights” DRD has lodged an

application for mining rights in respect of the DRD ASSETS

which has been conditionally accepted by the Department of

Minerals and Energy (“DME”) as will be observed from a letter

dated the 6 July 2007, a copy whereof is annexed hereto marked

“A” and that in furtherance of such application, DRD has

undertaken to split its surface and underground rights pursuant to

an application in terms of section 11 of the MPRDA and to

transfer same to NEWCO 2;

2.1.3

DRD is beneficially controlled as to 67% (sixty seven per

centum) thereof by MINTAILS SA and 33% (thirty three per

centum) thereof by ACORN, the latter being a Black Economic

Empowered company;

2.1.4

MINTAILS SA enjoys the irrevocable right and option viz-a-viz

itself and ACORN, to increase its beneficial shareholding in

DRD from that in 2.1.3 supra, to 74% (seventy four per centum)

and on the basis that if such option is exercised ACORN will

dilute its holding from 33% (thirty three per centum) to 26%

(twenty six per centum);

2.2

2.2.1

DRDGOLD:-

2.2.1.1

holds 74% (seventy four per centum) of the total

issued share capital of DRDGold South African

Operations (Proprietary) Limited (Reg No

2005/033662/07), Khumo Gold SPV (Proprietary)

Limited (Reg No 2005/029595/07) (“KHUMO”) (a

black economic empowered company) holds 20%

(twenty per centum) thereof and 6% (six per

centum) thereof is held by The DRDSA

Empowerment Trust; and

Page 4

2.2.1.2

is the holding company [as to 100% (one hundred

per centum)] of WEST WITS HOLDINGS;

2.2.2

WEST WITS HOLDINGS is the holding company [as to 100%

(one hundred per centum)] of WEST WITS;

WEST WITS is the legal holder of “old order rights” for underground mining

(“old order rights” having the meaning ascribed thereto in the MPRDA)

entitling it to prospect and mine underground for gold and uranium in the

mining areas generally described and known as “Westrand Cons” on the one

hand and “Luipaardsvlei” on the other (collectively the WEST WITS

ASSETS”) and has applied to the DME for the conversion of such rights to

“new order rights” and as an integral part thereof will transfer its underground

rights in terms of an application under section 11 of the MPRDA to NEWCO

2.3

NEWCO 2 will acquire 100% (one hundred per centum) of the DRD ASSETS

from DRD at a value to be attributed thereto as agreed upon between such

parties and payment whereof shall be discharged by the allocation, issue and

delivery to DRD’s ultimate holding company, MINTAILS SA, of 45% (forty

five per centum) of the total issued share capital of NEWCO 1 which in turn

will, as hereafter provided, hold 74% (seventy four per centum) of the total

issued share capital of NEWCO 2;

2.4

DRDGOLD is the registered and/or beneficial owner of the total issued share

capital of WEST WITS HOLDINGS;

2.5

NEWCO 2 is the registered and/or beneficial owner of the total issued share

capital of MMRS which in turn is the legal holder of “old order rights” (with

the meaning ascribed thereto in the MPRDA) for underground gold mining

and prospecting in respect of the mining area generally described and known as

East ChampD’or Gold Mine and in respect whereof an application for

conversion of “new order rights” is presently pending as will be more fully

observed from Annexe “B” hereto (“the MMRS ASSETS”);

2.6

DRDGOLD, GEOTORM, LISTCO and MINTAILS SA have agreed to

establish a new gold and uranium mining group which will initially hold the

Page 5

DRD ASSETS, the MMRS ASSETS and the WEST WITS ASSETS

(collectively “the CONSOLIDATED ASSETS”) under the umbrella of

NEWCO 1 which will (after the implementation of all the transactions referred

to in this term sheet) hold 74% (seventy four per centum) of the total issued

share capital of NEWCO 2, which in turn will hold 100% (one hundred per

centum) of:-

2.6.1

the total issued share capital of MMRS and the latter in turn will

hold the MMRS ASSETS; and

2.6.2 the DRD ASSETS;

2.7

NEWCO 1 will hold 74% (seventy four per centum) of the total issued share

capital of NEWCO 3 [the remaining 26% (twenty six per centum) of which

shall subject to 3.1.6 below, be held by KHUMO - BEEco1), which in turn

will hold 100% (one hundred per centum) of the WEST WITS ASSETS

2.8

DRDGOLD, GEOTORM and MINTAILS SA will, through the

implementation of the provisions of this term sheet, acquire through an

exchange of assets or equity, as the case may be, 45% (forty five per centum),

10% (ten per centum) and 45% (forty five per centum) respectively of the total

issued share capital of NEWCO 1.

Implementation

3.1

The parties hereto have agreed to procure that the following will, inter alia,

take place and all of which will be contingent on the fulfilment or waiver of the

conditions precedent in clause 6 infra:-

3.1.1

NEWCO 1 which is a new shelf company has or will have an

authorised share capital of R1 000,00 (one thousand rand) divided

into 1 000 (one thousand) ordinary par value shares of R1,00 (one

rand) each and an issued share capital of R300,00 (three hundred

rand) comprising 300 (three hundred) ordinary par value shares

Page 6

R1,00 (one rand) each, nominally held by MINTAILS SA in

negotiable form at this juncture;

3.1.2

NEWCO 2 which is a new shelf company has or will have an

authorised share capital of R1 000,00 (one thousand rand) divided

into 1 000 (one thousand) ordinary par value shares of R1,00 (one

rand) each and an issued share capital of R300,00 (three hundred

rand) divided into 300 (three hundred) ordinary par value shares

of R1,00 (one rand) each, nominally held by NEWCO 1 in

negotiable form at this juncture;

3.1.3

NEWCO 3 which is a new shelf company has or will have an

authorised share capital of R1 000,00 (one thousand rand) divided

into 1 000 (one thousand) ordinary par value shares of R1,00 (one

rand) each and an issued share capital of R300,00 (three hundred

rand) divided into 300 (three hundred) ordinary par value shares

of R1,00 (one rand each, beneficially held by NEWCO 1 at this

juncture;

3.1.4

ACORN, through the mechanism of an exchange of shares, is the

holder of 26% (twenty six per centum) of the total issued share

capital of NEWCO 2;

3.1.5

MINTAILS SA, through the mechanism of an exchange of

shares, is the holder of 45% (forty five per centum) of the total

issued share capital of NEWCO 1;

3.1.6

NEWCO 1 has acquired 74% (seventy four per centum) of the

total issued share capital of NEWCO 3, of which ACORN holds

26% (twenty six per centum). ACORN shall be obliged, on or

before the consummation of the TRANSACTION (as hereafter

defined), to offer to a black economic empowered company

(“BEEco1”) to be nominated by DRDGOLD, its 26% (twenty

six per centum) of the total issued share capital of NEWCO 1 for

a consideration and upon terms to be agreed upon by such parties,

provided that if

Page 7

such nominee fails, refuses and/or neglects to consummate such

transaction for whatever reason within an agreed specified period,

then and in such event NEWCO 1 shall at its discretion be

entitled to nominate another BEEco1 to acquire such shares on

the same or substantially similar terms;

3.1.7

NEWCO 2 will have acquired the DRD ASSETS on the basis

more fully referred to above;

3.1.8

NEWCO 3 will in collaboration with DRDGOLD, WEST

WITS HOLDINGS and WEST WITS acquire the WEST

WITS ASSETS and cause same to be transferred to it in terms of

Section 11 of the MPRDA;

3.1.9

ACORN has agreed to acquire from:-

3.1.9.1

GEOTORM, 26% (twenty six per centum) of its

beneficial shareholding in MMRS; and

3.1.9.2

Acorn Capital (Proprietary) Limited, the latter’s

claim in loan account against MMRS in the sum of

R426 837,00 (four hundred and twenty six thousand

eight hundred and thirty seven rand),

(collectively “the EQUITY”) and ACORN shall transfer and

cede the EQUITY for a like consideration to NEWCO 2 as a

quid pro quo in exchange for 26% (twenty six per centum) of the

equity in NEWCO 2. The consideration payable by ACORN to

GEOTORM for the aforegoing EQUITY shall be R293 579,84

(two hundred and ninety three thousand five hundred and seventy

nine rand eighty four cents) which shall be paid out of dividends

to be received by ACORN from time to time from NEWCO 2;

Page 8

3.1.10

GEOTORM will procure that its 74% (seventy four per centum)

equity interest in MMRS (that is its shares and loan account, if

any) is sold and ceded respectively to NEWCO 2 as a quid pro

quo in exchange for 10% (ten per centum) of the total issued

share capital of NEWCO 1 (the controlling company of

NEWCO 2);

3.1.11

MINTAILS SA will exercise the option referred to in clause

2.1.4 above;

3.2

on the implementation of the aforegoing, the following position will prevail:-

3.2.1

the shareholders of NEWCO 1 will be –

3.2.1.1

DRDGOLD as to 45% (forty five per centum)

thereof;

3.2.1.2

GEOTORM as to 10% (ten per centum) thereof;

and

3.2.1.3

MINTAILS SA as to 45% (forty five per centum)

thereof,

and NEWCO 1 will stand possessed of 74% (seventy four per

centum) of the equity in NEWCO 2 and 74% (seventy four per

centum) of the equity in NEWCO 3;

3.2.2

the shareholders of NEWCO 2 will be:-

3.2.2.1

NEWCO 1 as to 74% (seventy four per centum)

thereof; and

3.2.2.2

ACORN as to 26% (twenty six per centum) thereof,

and NEWCO 2 will directly stand possessed of the DRD

ASSETS and indirectly through its wholly owned subsidiary

MMRS, of the MMRS ASSETS and in addition will be the legal

holder of loan account claims against MMRS in the sum of

Page 9

R426 837,00 (four hundred and twenty six thousand eight

hundred and thirty seven rand);

3.2.3

the shareholders of NEWCO 3 will be NEWCO 1 as to 74%

(seventy four per centum) thereof, and ACORN or BEEco1 as to

26% (twenty six per centum) thereof and NEWCO 3 will stand

possessed of the WEST WITS ASSETS,

and all as more fully set forth in the organogram annexed hereto and marked

“C1”;

3.3

Certain seed loan venture capitalists will lend and advance NEWCO 1 the

Rand equivalent of A$550,000 (five hundred and fifty thousand Australian

Dollars), whereas DRDGOLD will lend and advance NEWCO 1 the Rand

equivalent of A$450,000 (four hundred and fifty thousand Australian Dollars)

with the right of each to convert such loans into equity in NEWCO 1 and on

the basis that the then shareholders, namely DRDGOLD, GEOTORM and

MINTAILS SA will dilute their extant holdings to cater therefor.

3.4

In the event of the aforesaid conversion taking place, the shareholders of

NEWCO 1 will then be as follows based upon a conversion from debt to

equity of the Rand equivalent of A$1 million (one million Australian Dollars)

and a dilution of rights, alternatively on any of the said shareholders not

following their rights:-

3.4.1

DRDGOLD - as to 45% (forty five per centum);

3.4.2

LISTCO - as to 3,44% (three comma four four per centum);

3.4.3

GEOTORM - as to 9,37% (nine comma three seven per

centum); and

3.4.4

MINTAILS SA - as to 42,19% (forty two comma one nine per

centum);

Page 10

3.5

it is the ultimate intention of the shareholders in 3.4 to cause LISTCO to be

listed on the Australian Stock Exchange Limited (“ASX”) on the basis that it

will be a primary listing and that a secondary listing will take place on the JSE

Limited in the Republic of South Africa and on the basis that the shareholders

of NEWCO 1 will exchange their shares in such company for shares in the

listed entity in the same ratio as their extant holdings in NEWCO 1 to be

diluted, however, to cater for the participation of the initial public offering

participants. In this regard reference is to be made to Annexes “C2” and

“C3” hereto;

3.6

the parties have reached agreement in regard to the aforegoing transactions and

other components as canvassed in this term sheet (collectively the

“TRANSACTION”) and to the extent pertinent they will each procure the

consent of their respective shareholders to the TRANSACTION;

3.7

it is the intention that this term sheet shall constitute binding heads of

agreement and shall only be superseded upon the conclusion and signature of

more definitive agreements as hereafter referred to.

New Companies

4.1

The parties acknowledge that NEWCO 1, NEWCO 2 and NEWCO 3

constitute new shelf companies bearing the names and registration numbers

more fully set forth in clauses 1.4 1.6 and 1.12 respectively and that as soon as

possible after the signature of this term sheet, steps shall be taken:-

4.1.1

to procure any name changes and to record any secretarial

changes in respect of the companies that may be necessary, be it

in relation to the appointment of directors, secretary, public

officer and matters of a similar nature;

Page 11

4.1.2

to change, to the extent pertinent, the memoranda and articles of

association of such companies to accord to the respective nature

of their proposed operations; and

4.1.3

to change, the capital structure of such companies so as to accord

to that set forth in clause 3.2 supra.

4.2

Notwithstanding anything to the contrary in clause 3.3 contained and within a

period of 60 (sixty) days after the signature of this term sheet:-

4.2.1

DRDGOLD will advance the Rand equivalent of A$450,000

(four hundred and fifty thousand Australian Dollars) to NEWCO

1 and shall have the option of converting such loan into equity in

NEWCO 1 on the basis provided in clause 3.3 supra; and

4.2.2

the seed loan venture capitalists will in anticipation of the listing

of LISTCO, advance the Rand equivalent of A$550,000 (five

hundred and fifty thousand Australian Dollars) to NEWCO 1 and

shall have the option of converting such loan into equity in

NEWCO 1 on the basis provided in clause 3.3 supra.

Existing Assets and/or Acquisitions

5.1

Existing Assets

It is recorded that the MMRS ASSETS have already been acquired and are the

lawful property of MMRS and that the latter will pursuant to the provisions of

clause 3.2.2 supra become a wholly owned subsidiary of NEWCO 2.

5.2

DRD ASSETS

Subject to the fulfilment of the conditions precedent in clause 6 infra and the

implementation of the provisions of clause 2.3 supra, NEWCO 2 will hold

100% (one hundred per centum) of the total issued share capital of MMRS

and, inter alia, 100% (one hundred per centum) of the DRD ASSETS to the

exclusion of any liabilities.

Page 12

5.3

WEST WITS ASSETS

5.3.1

Acquisition of WEST WITS ASSETS

NEWCO 3 does hereby acquire from WEST WITS, which does

hereby sell, cede and assign to it, the WEST WITS ASSETS for

a consideration equal to the Rand equivalent of A$4,995,000

(four million nine hundred and ninety five thousand Australian

Dollars) and payment whereof shall be discharged through the

exchange of

such assets for the allocation, issue and delivery to DRDGOLD

as the ultimate holding company of WEST WITS, of 45% (forty

five per centum) of the total issued share capital of NEWCO 1.

5.3.2

Indemnity in connection with the WEST WITS ASSETS

5.3.2.1

It is recorded that:-

5.3.2.1.1 at all times between the period

commencing approximately 1997 and

terminating on the date of signature of

this term sheet, WEST WITS was an

indirect wholly owned subsidiary of

DRDGOLD and the WEST WITS

ASSETS were prior to the acquisition

thereof in terms of 5.3.1 supra, owned

by WEST WITS;

5.3.2.1.2 the Department of Water Affairs

(“DWAF”) in and during 2006 and

ostensibly based on the aforesaid

ownership or control by DRDGOLD

of the WEST WITS ASSETS, sought

Page 13

to impose certain obligations on

DRDGOLD relating to the

management and treatment of

underground water in respect of the

WEST WITS ASSETS, in terms of

various directives issued by DWAF;

and

5.3.2.1.3

DRDGOLD denied that it was liable

for any of the said obligations in terms

of the directives, either as alleged by

DWAF, or at all.

5.3.2.2

NEWCO 3 has requested DRDGOLD and WEST

WITS to furnish it with an appropriate indemnity in

respect of any possible claims by DWAF, directly

or indirectly relating to the DWAF directives and

based on the allegation by DWAF that

DRDGOLD, by virtue of its ownership or control

of WEST WITS and accordingly the WEST WITS

ASSETS, was or is liable to DWAF. Accordingly

DRDGOLD and WEST WITS do hereby with

effect from the date of signature hereof jointly and

severally indemnify, hold harmless and absolve

NEWCO 3 in respect of any claims of whatever

nature by DWAF against the WEST WITS

ASSETS arising out of the aforegoing alleged

obligations in terms of the DWAF directives.

Conditions Precedent

6.1 The

TRANSACTION shall be subject to the following conditions precedent in

the stated order of priority to be fulfilled or, where applicable, waived in

writing within the period/s set forth hereafter:-

Page 14

6.1.1

the successful raising by NEWCO 1 for the TRANSACTION of

an initial sum of the Rand equivalent of A$1 million (one million

Australian Dollars) as to A$550,000 (five hundred and fifty

thousand Australian Dollars) from the seed loan venture

capitalists in anticipation of the listing of LISTCO and the Rand

equivalent of A$450,000 (four hundred and fifty thousand

Australian Dollars) from DRDGOLD as seed loan capital, inter

alia, to cover the costs of exploration, public listing and due

diligence purposes;

6.1.2

the written confirmation, to the extent required, of the Director of

the DME to the transfer, pursuant to Section 11 of the MPRDA,

of the relevant mining rights as contemplated in the

TRANSACTION from the holders thereof to NEWCO 1 and/or

NEWCO 2 and/or NEWCO 3, as the case may be;

6.1.3

in no way derogating from 6.1.2 supra, the written approval, to

the extent required, of all regulatory authorities in:-

6.1.3.1

the Republic of South Africa in respect of those

components of the TRANSACTION which require

such approval, inter alia, the Exchange Control

Department of the South African Reserve Bank;

and

6.1.3.2

Australia in respect of those components of the

TRANSACTION which are subject to its

jurisdiction;

6.1.4

the conclusion of comprehensive agreements to implement the

TRANSACTION in its entirety incorporating all the salient

provisions of this term sheet and which agreements shall contain

all the usual commercial terms and conditions in transactions of

this nature including, inter alia, provision for due diligence

investigations, the giving of warranties and indemnities, etc and

in no way derogating from the aforegoing, the conclusion of:-

Page 15

6.1.4.1

an agreement between the proposed shareholders of

LISTCO prior to the listing of such company and

following on the commitment of the seed loan

capital of A$1 million (one million Australian

Dollars) as provided in clause 6.1.1 supra

containing, inter alia, the usual pre-emptive, come

along and take along provisions; and

6.1.4.2

an option agreement between the shareholders of

NEWCO 1 and LISTCO whereby the latter will

have the right to acquire from the former their

equity in NEWCO 1;

on or before the 30 June 2008 or within such extended period/s as the parties

hereto may in writing agree upon save that the parties shall be obliged to use

their best endeavours to fulfil such conditions as soon as possible.

6.2

All the conditions are stipulations for the benefit of DRDGOLD, GEOTORM

and MINTAILS SA and shall be capable of being waived, in whole or in part,

by written notification of such parties to the remaining parties provided,

however, that if any of the conditions precedent are waived, then and in such

event same shall ipso facto be deemed to have been converted to irrevocable

undertakings by DRDGOLD, WEST WITS and WEST WITS HOLDINGS

(jointly and severally) in favour of the remaining parties to this term sheet,

save that the reference to “conditions” per se will be substituted with

“undertakings”, to be complied with, within a period of 90 (ninety) days after

written demand therefor.

6.3

Should any of the conditions precedent not be fulfilled or waived in writing

within the time period/s stated or within such extended period/s as

GEOTORM and MINTAILS SA may in writing agree upon and notify the

remaining parties who will be bound thereby, then and in such event the

TRANSACTION shall be deemed null and void ab initio and none of the

parties shall have any claims against the other arising thereout.

Page 16

Dual Listing on approved stock exchanges

7.1

It is the avowed intention of DRDGOLD, GEOTORM, LISTCO and

MINTAILS SA to apply for a dual listing of LISTCO with the primary listing

on the ASX and a secondary listing on the JSE Limited and the parties hereto

each undertake to support such applications and they reciprocally warrant that

they will as soon as possible after the fulfilment or waiver of the conditions

precedent, take such steps as may be necessary:-

7.1.1

to vote, to the extent necessary, in favour of:-

7.1.1.1

the listing; and

7.1.1.2

all resolutions to increase or otherwise alter the

share capital of LISTCO, as may be necessary for

the purposes of such listing;

7.1.2

to enter into, in anticipation of such listing:-

7.1.2.1

such voting pool and other agreements as may be

determined by DRDGOLD, GEOTORM and

MINTAILS SA acting reasonably subject to the

overriding requirements of the relevant stock

exchanges and covering, inter alia, the pre-emptive

rights of any of the aforesaid parties and reasonable

restrictions on the sale of any listed shares;

7.1.2.2

any variation of the definitive agreements hereafter

referred to;

7.1.3

to sign all reasonable documentation of and in connection with

the aforegoing.

7.2

Notwithstanding anything to the contrary in 7.1 supra, should any dispute arise

between DRDGOLD, GEOTORM, LISTCO and MINTAILS SA as to

either the modus operandi for a listing or the terms and conditions thereof

Page 17

which they are unable to resolve amongst themselves, then and in such event

same shall be referred to a third party adjudicator to be nominated by the

parties and in the absence of agreement, to be nominated by attorneys

Feinsteins of Johannesburg, Republic of South Africa, for determination and

whose decision in such regard shall be final and binding.

7.3

It is recorded that the value of 74% (seventy four per centum) of the

CONSOLIDATED ASSETS to be held by NEWCO 1 via its subsidiaries

NEWCO 2 and NEWCO 3 for the purposes of this term sheet, has been

agreed at A$15,000,000 (fifteen million Australian Dollars). The parties hereto

further acknowledge that the aforesaid value has been based upon what is

capable of being achieved through the consolidation and exploitation of the

DRD ASSETS, the MMRS ASSETS and the WEST WITS ASSETS in the

absence of which the values actually attributable to such assets, would be

substantially less.

Ancillary Matters

8.1

Upon the fulfilment of the TRANSACTION or prior thereto by agreement, the

parties to this term sheet which are affected thereby, shall take all reasonable

steps to procure that WEST WITS, as a 74% owned subsidiary of NEWCO 1

will procure that it applies in terms of the MPRDA for new order prospecting

rights pursuant to its entitlement as an “old order rights” user.

8.2

ACORN shall be obliged (as soon as practicable after the acquisition of the

WEST WITS ASSETS), to offer to a Black Economic Empowered company

(“BEEco2”) to be nominated by DRDGOLD, 26% (twenty six per centum) of

the total issued share capital of WEST WITS for a consideration and upon

terms to be agreed upon provided that if such nominee fails, refuses and/or

neglects to consummate the transaction for whatever reason within an agreed

specified period, then and in such event NEWCO 1 shall, at its discretion, be

entitled to nominate a BEEco2 to acquire such shares on the same or

substantially similar terms.

Page 18

Definitive Agreements

9.1

The parties reciprocally warrant that they will use their best endeavours to

procure the preparation and completion of the necessary legal documentation

to implement the TRANSACTION in its entirety and shall procure signature

thereof as soon as possible.

9.2

Should any dispute arise as to the content of any such agreements, regard being

had to the agreed salient provisions set forth in this term sheet, then and in such

event same shall be referred to each of the Chief Executive Officers of

DRDGOLD, GEOTORM and MINTAILS SA for resolution. Should such

parties be unable to resolve the dispute, then same shall be referred to an

independent senior practising commercial attorney in Johannesburg, Republic

of South Africa having expertise in the mining field, who shall act as an expert,

and whose decision in regard to the dispute shall be final and binding on the

parties. In the event of the parties being unable to agree on the identity of the

independent expert, then same shall be selected by attorneys Feinsteins of

Johannesburg, Republic of South Africa for and on their behalf.

10. Binding Agreement

This term sheet records the salient provisions of the matters agreed upon between the

parties in relation to the TRANSACTION and shall be binding pending the conclusion

of the definitive agreements or more comprehensive heads of agreement as a

preliminary step thereto. The appropriate announcement of and in connection with the

TRANSACTION will be made as soon as possible after the signature of this term

sheet.

11. Change in Control / Take Over

11.1 Should DRDGOLD at any point in time after the execution of this term sheet

and prior to its full implementation be the subject of a change in control or take

over as envisaged in the South African Companies Act, No 61 of 1973, as

amended, as read with the Listing Requirements of the JSE Limited and/or the

Securities Regulation Panel, then and in such event the parties acknowledge

Page 19

that irrespective thereof they shall nevertheless be bound to give effect to this

term sheet to the full extent thereof.

11.2 Should MINTAILS SA’s holding company, namely Mintails Limited of

Australia, at any point in time after the execution of this term sheet and prior to

its full implementation be the subject of a change in control or take over, then

and in such event the parties acknowledge that irrespective thereof they shall

nevertheless be bound to give effect to this term sheet to the full extent thereof.

12. Values

Notwithstanding any other provision of this term sheet, to the extent that any values in

terms of this term sheet are yet to be determined, then and in such event if the parties

are unable to agree amongst themselves as to such values, they shall be obliged to refer

same to an independent mining expert nominated by them, failing which by the

Chamber of Mines, to determine such values and whose assessment, in the absence of

mala fides or manifest error, shall be final and binding on the affected parties.

13. Signature of Documents

13.1

In no way derogating from any other provision of this term sheet, each of the

parties hereto does hereby agree and undertake upon written request therefor,

to sign whatever reasonable documentation and/or to furnish whatever

reasonable information may be required of it to facilitate the relevant

applications to the DME in terms of the MPRDA as envisaged in this term

sheet.

13.2

Notwithstanding anything to the contrary, should any of the parties hereto fail,

refuse and/or neglect to sign any of the aforesaid documentation, then and in

such event the Chief Executive Officer of DRDGOLD in relation to such

company and any of the companies controlled by it on the one hand and the

Chief Executive Officer of MINTAILS SA in relation to such company and

any of the companies controlled by it on the other hand, be and he is hereby

irrevocably authorised to sign any such documentation for and on behalf of any

one of the parties which constitutes a company controlled by DRDGOLD on

the one hand or MINTAILS SA on the other hand.

Page 20

14. Timing

Notwithstanding the fact that various time parameters are reflected in this term sheet,

the parties agree and acknowledge that they shall at all times use their best endeavours

to fulfil the objectives of this term sheet as soon as possible and to such end will sign

such documentation and pass such resolutions and take such decisions as may be

necessary from time to time in order to achieve such objective.

15. Good Faith

The parties reciprocally warrant in favour of each other that they will exercise the

utmost good faith in their dealings with each other with the objective of bringing the

TRANSACTION to fruition.

16. Governing Laws

This TRANSACTION shall be governed, interpreted and implemented in all respects

in accordance with the laws of the Republic of South Africa irrespective of where any

of the parties may be domiciled or where this term sheet may be executed by any party.

17. Domicilia

The parties select the following addresses as their respective domicilia citandi et

executandi for all purposes arising out of this term sheet:-

17.1

DRDGOLD, WEST WITS and WEST WITS HOLDINGS - 4 Ebsco

House, 299 Pendoring Avenue, Blackheath, Johannesburg 2195, Republic of

South Africa - telefax number 011 476-2637;

17.2

ACORN, DRD, MMRS and MINTAILS SA - care of 1

Floor, North Wing,

Lord Charles Office Park, 337 Brooklyn Road, Pretoria 0002, Republic of

South Africa - telefax number +27 12 346-4409;

17.3

GEOTORM - care of Feinsteins Attorneys, 10

Floor, JD House, 27

Stiemens Street, Braamfontein, Johannesburg 2001, Republic of South Africa

- telefax number +27 11 712-0712;

Page 21

17.4

LISTCO - Level 19, 500 Collins Street, Melbourne VIC 3000, Australia -

telefax number +61 3 8676 0275;

17.5

NEWCO 1, NEWCO 2 and NEWCO 3 - care of 1

Floor, North Wing,

Lord Charles Office Park, 337 Brooklyn Road, Pretoria 0002, Republic of

South Africa - telefax number +27 12 346-4409 with copies to DRDGOLD

as provided in 17.1.

18. Jurisdiction

The parties hereby irrevocably and unconditionally consent to the non-exclusive

jurisdiction of the Witwatersrand Local Division of the High Court of South Africa in

regard to all matters arising from this term sheet, to the extent that this may prove

pertinent.

19. Announcements/Confidentiality

19.1 No announcements of or in connection with this term sheet or the

TRANSACTION shall be made by any of the parties without the prior

concurrence of the others which shall not be unreasonably withheld where

same are required to comply with any statutory or regulatory requirements.

19.2

None of the parties shall be entitled to disseminate any information of and in

connection with this term sheet or the TRANSACTION to any third party

without the consent of the others save that it is recorded that it is the intention

of LISTCO based upon the unsigned term sheet, to endeavour to raise the

funding reflected therein and to such end it may exhibit this unsigned

document to such financiers as it may deem fit on the basis, however, that they

shall also treat the same as confidential.

Page 22

20. Counterparts

This term sheet may be signed in separate counterparts, each of which shall be deemed

to be an original and all of which taken together shall constitute one and the same

instrument. A counterpart of this term sheet in telefax form shall be conclusive

evidence of the original signature and shall be as effective in law as the counterparts in

original form showing the original signatures.

Thus done and signed by the parties at the places and on the dates specified hereafter.

For: Acorn Gold (Proprietary) Limited

As Witnesses:-
__________________________________

- director, who by his signature warrants
that he is duly authorised hereto -

1. ___________________________
Place:

..............................................................

Date: November 2007

For: DRDGold Limited

/s/ JWC Sayers

- director, who by his signature warrants
that he is duly authorised hereto -

Place: Randburg

2. ___________________________

Date: 9 November 2007

Page 23

For: Durban Roodepoort Deep
(Proprietary) Limited

As Witnesses:-

/s/ D Van der Walt

- director, who by his signature warrants
that he is duly authorised hereto -

1. ___________________________

Place: Cape Town

Date: 7 November 2007

For: Friedshelf 850 (Proprietary) Limited

/s/ D van der Walt

- director, who by his signature warrants
that he is duly authorised hereto -

Place: Cape Town

Date: 7 November 2007

For: Geotorm Investments Limited

/s/ D van der Walt

- director, who by his signature warrants
that he is duly authorised hereto -

Place: Cape Town

Date: 7 November 2007

For: Kgosi Resource Management
(Proprietary) Limited

/s/ D van der Walt

- director, who by his signature warrants
that he is duly authorised hereto -

2. ___________________________

Place: Cape Town

Date: 7 November 2007

Page 24

For: Mineral and Mining Reclamation
Services (Proprietary) Limited

As Witnesses:-

/s/ D van der Walt

- director, who by his signature warrants
that he is duly authorised hereto -

1. ___________________________

Place: Cape Town

Date: 7 November 2007

For: MinTails SA (Proprietary) Limited

/s/ D van der Walt

- director, who by his signature warrants
that he is duly authorised hereto -

Place: Cape Town

Date: 7 November 2007

For: West Witwatersrand Gold Mines
Limited

/s/ D Pretorius

- director, who by his signature warrants
that he is duly authorised hereto -

Place: Randburg

Date: 8 November 2007

For: West Witwatersrand Holdings
Limited

/s/ D Pretorius
- director, who by his signature warrants
that he is duly authorised hereto -

Place: Randburg

2. ___________________________

Date: 8 November 2007

Page 25

For: West Wits Mining Limited

As Witnesses:-
__________________________________

- director, who by his signature warrants
that he is duly authorised hereto -

1. ___________________________
Place:

.............................................................

Date: November 2007

For: West Wits Mining SA (Proprietary)
Limited

/s/ D Pretorius

- director, who by his signature warrants
that he is duly authorised hereto -

2. ___________________________

Place: Randburg

Date: 10 November 2007

Annexe “A”

Copy of letter from the DME dated 6 July 2007

(vide clause 2.1.1 above)

Annexe “B”

Copy of letter from the DME dated 6 July 2007

(vide clause 2.5 supra)

Annexe “C1”

Organogram

(vide clause 3.2 supra)

Annexe “C2”

Organogram

(vide clause 3.5 supra)

Annexe “C3”

Organogram

(vide clause 3.5 supra)

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/12/08  SEC                               UPLOAD¶     9/20/17    1:33K  Drdgold Ltd.
 8/06/08  SEC                               UPLOAD¶     9/20/17    1:46K  Drdgold Ltd.
 6/10/08  SEC                               UPLOAD¶     9/20/17    1:51K  Drdgold Ltd.
 6/09/08  SEC                               UPLOAD¶     9/20/17    1:46K  Drdgold Ltd.

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Drdgold Ltd – ‘20-F’ for 12/14/07 – EX-99

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