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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

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EX-99 — Miscellaneous Exhibit

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

Page 1

Exhibit 4.114

CLASS C PREFERENCE SHARE SUBSCRIPTION

AGREEMENT

between

THE TRUSTEES FOR THE TIME BEING OF THE DRDSA EMPOWERMENT

TRUST

and

BLYVOORUITZICHT GOLD MINING COMPANY LIMITED

TABLE OF CONTENTS

1 INTERPRETATION ..........................................................................

2 RECORDALS ..................................................................................

3 SUSPENSIVE CONDITIONS ..........................................................

4 SUBSCRIPTION ALLOTMENT AND ISSUE....................................

RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO

THE CLASS C PREF SHARE............................................................

6 BREACH...........................................................................................

7 GENERAL

WARRANTIES...............................................................

8 CO-OPERATION ............................................................................

9 PUBLICITY.......................................................................................

10 DISPUTE

RESOLUTION................................................................

11 BENEFIT OF THE AGREEMENT.................................................

12 NOTICES

AND

DOMICILIA...............................................................

13 GENERAL.....................................................................................

14 APPLICABLE

LAW

AND

JURISDICTION ...........................................

15 COSTS ........................................................................................

16 SIGNATURE.................................................................................

ANNEXES

ANNEXE "A"

RIGHTS, PRIVILEGES AND RESTRICTIONS OF THE CLASS C

CUMULATIVE PARTICIPATING PREFERENCE SHARE

WHEREBY THE PARTIES AGREE AS FOLLOWS -

1 INTERPRETATION

1.1 In this Agreement-

1.1.1

clause headings are for convenience only and re not to be used I 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.

1.2

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 -

1.2.1

"Act" means the Companies Act, 1973;

1.2.2

"AFSA" means the Arbitration Foundation of Southern Africa;

1.2.3 "Agreement" means this Class C Preference Share Subscription

Agreement;

1.2.4

"Class C Pref Share" means a Class C cumulative participating preference

share in the share capital of the Company with a par value of R1.00 (one

rand), and having the rights, privileges and restrictions contained in annexe

"A";

1.2.5

"Closing Date" means the 1

' (first) business day after the date upon

which the last of the Suspensive Conditions has been fulfilled or waived, as

the case may be;

1.2.6

"Company" means Blyvooruitzicht Gold Mining Company Limited,

registration number 1937/009743/06, a limited liability public company duly

incorporated in the Republic of South Africa;

1.2.7

"DRDSA" means DRDGOLD South African Operations (Proprietary)

Limited, registration number 2005/033662/07, a limited liability private

company duly incorporated in the Republic of South Africa;

1.2.8

"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;

1.2.9

"DRDGOLD"

means DRDGOLD Limited, registration number

1895/000926/06, a limited liability public company duly incorporated in the

Republic of South Africa;

1.2.10

"Nominated Attorneys" means Cliffe Dekker 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 Act;

1.2.11

"Parties" means the parties to this Agreement;

1.2.12

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

Party last signing;

1.2.13

"Subscription Price" means the amount of R1,535,400.00 (one million

five hundred and thirty five thousand four hundred rand);

1.2.14

"Suspensive Conditions" means the suspensive conditions contained in

clause 3.1;

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

established by oral agreement between Khumo Gold SPV, Masecheaba

Palesa Moletsane Ncholo and Mervin Percival Thulo Mogotsi on 07

September 2006; and

1.2.16

"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, and in terms of which DRDGOLD will lend and

advance to the Trust an amount of R14,128,800.00 (fourteen million one

hundred and twenty eight thousand eight hundred rand).

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.

1.4

Words and expressions defined in any clause will, unless the application of

any such word or expression is specifically limited to that clause, bear the

meaning assigned to such word or expression throughout this Agreement.

1.5

Subject to the provisions of clauses 1.6 and 1.11, defined terms appearing

in this Agreement in title case will be given their meaning as defined, while

the same terms appearing in lower case will be interpreted in accordance

with their plain English meaning.

1.6

A reference to any statutory enactment will be construed as a

reference

that enactment as at the Signature Date and as amended or substituted from

time to time.

1.7

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. Any reference to "business hours"

shall be construed as being the hours between 08h30 and 17h00 on any

business day. Any reference to time shall be based upon Central African Time.

1.8

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.

1.9

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.

1.10

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.

1.11

in this Agreement the words "clause" or "clauses" refer to clauses of this

Agreement.

RECORDALS

2.1

In terms of the Trust Loan Agreement, DRDGOLD will lend and advance an

amount of R14,128,800.00 (fourteen million one hundred and twenty eight

thousand eight hundred rand) to the Trust, on condition, inter alia, that the Trust

applies the proceeds of the said subscription to subscribe for inter alia the Class

C Pref Share.

2.2

The Trust has agreed to subscribe for, and the Company has agreed to allot

and issue to the Trust, the Class C Pref Share upon the terms and conditions

contained in this Agreement.

2.3

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

above and matters ancillary thereto.

SUSPENSIVE CONDITIONS

3.1

This Agreement, save for the provisions of clause 1, this clause 3, and clauses 6

to 16 which will become effective immediately, shall be subject to the suspensive

conditions that, by no later than 30 November 2006 –

3.1.1

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; and

3.1.2

all such resolutions have been passed by the shareholders and directors of

the Company and, where required, registered by the Registrar of Companies,

as may be necessary in order to approve and implement the provisions of this

Agreement.

3.2

The Suspensive Conditions have 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 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 6 to

16 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 Suspensive Conditions, save for any claims arising from a

breach of the provisions of clause 3.3.

SUBSCRIPTION, ALLOTMENT AND ISSUE

4.1

The Trust hereby, but with effect from the Closing Date, subscribes for the

Class C Pref Share at the Subscription Price.

4.2

The Trust shall pay the Subscription Price on the Closing Date in cash by

causing the Nominated Attorneys to electronically transfer such portion of the

subscription price payable by DRDGOLD to the Nominated Attorneys in trust in

terms of the Trust Loan Agreement as is equal to the Subscription Price, into

such banking account as the Company may notify the Nominated Attorneys in

writing.

4.3

On the Closing Date, against compliance by the Trust with the obligation to

pay the Subscription Price, the Company shall allot and issue the Class C

Pref Share and shall deliver the share certificate in respect thereof to the

Trust.

4.4

The creation duty payable on the creation of the Class C Pref Share shall

be borne and paid by the Company.

RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO THE CLASS

C PREF SHARE

The Class C Pref Share shall have the rights, privileges and restrictions set out

in annexe "A".

BREACH

6.1

If, before the completion of the allotment and issue of the Class C Pref Share,

either Party commits a breach of its obligations 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 aggrieved Party has given notice to the other Party to

remedy same, the aggrieved party shall be entitled to cancel this Agreement on

written notice to the other Party.

6.2

The Parties agree that after the subscription by the Trust for, and the allotment

and issue by the Company of, the Class C Pref Share in terms of this

Agreement, the cancellation of this Agreement in the event of a breach would be

an inappropriate and insufficient remedy and that irreparable damage would

occur if the provisions of this Agreement were not complied with. It is accordingly

agreed that, in the event of a breach, the aggrieved Party shall be entitled

(without prejudice to any other rights which it may have in law save for the right

to cancel the Agreement) to an order for specific performance and to recover any

damages which it may have suffered.

6.3

Subject to the provisions of clause 6.2, this Agreement and the Trust Loan

Agreement form part of one indivisible transaction. Should either this Agreement

or the Trust Loan Agreement be terminated for any reason whatsoever, the other

of them shall terminate simultaneously.

GENERAL WARRANTIES

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

7.1

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

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

7.2

this Agreement constitutes an agreement valid and binding on it and

enforceable against it in accordance with its terms.

8 CO-OPERATION

8.1

The Parties undertake at all times to co-operate with each other in good faith in

order to carry out this Agreement and to implement all transactions and steps

contemplated herein. The Parties further undertake not to take any action or to

omit taking any action which will result in delaying or impeding the

implementation of this Agreement.

PUBLICITY

9.1

Subject to the provisions of clause 9.3, each Party undertakes to keep

confidential and not to disclose to any third party, save as may be required in law

(including by the rules of any recognised securities exchange) or permitted in

terms of this Agreement, the nature, content or existence of this Agreement and

any and all information given by a Party to the other Party pursuant to this

Agreement.

9.2

No announcements of any nature whatsoever shall be made by or on behalf of a

Party relating to this Agreement without the prior consent of the other Party, save

for any announcement or other statement required to be made in terms of the

provisions of any law (or the rules of any recognised securities exchange) in

which event the Party obliged to make such statement shall first consult with the

other Party in order to enable them in good faith to attempt to agree the content

of such announcement, which (unless agreed) must go no further than is

required in terms of such law or rules. This shall not apply to a Party wishing to

respond to the other Party which has made an announcement of some nature in

breach of this clause 9.

9.3

The provisions of this clause 9 shall not apply to any disclosure made by a Party

to its professional advisors or consultants, provided that they have agreed to the

same confidentiality undertakings, or to any judicial or arbitral tribunal or officer,

in connection with any matter relating to this Agreement or arising out of it.

DISPUTE RESOLUTION

10.1

In the event of there being any dispute or difference between the Parties arising

out of this Agreement, or in connection with it, or regarding its interpretation,

validity, execution, implementation, termination or cancellation, the said dispute

or difference shall on written demand by either Party be submitted to arbitration

in Johannesburg in accordance with the AFSA rules for commercial arbitration.

10.2 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, before an arbitrator appointed by agreement

between the Parties or failing agreement within 10 (ten) business days of the

demand for arbitration, then either Party 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. In the event of the attorneys of the

Parties 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.

10.3

Either Party may appeal the decision of the arbitrator or arbitrators in terms of the

AFSA rules for commercial arbitration.

10.4

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.

10.5

Any arbitration in terms of this clause 10 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 Party.

10.6 The provisions of this clause 10 will continue to be binding on the Parties

notwithstanding any termination or cancellation of the Agreement.

10.7

The Parties agree that the written demand by a Party in terms of clause 10.1 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.

11 BENEFIT OF THE AGREEMENT

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

successors in title and permitted assigns of the Parties or either of them.

NOTICES AND DOMICILIA

12.1

The Parties choose as their respective domicilia citandi et 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 -

Name Physical Address

Telefax

Trust

The Birches

+27 (0)11 457 6901

Riverwoods Office Park
Johnson Road
Bedfordview

Marked for the attention of: Dr Paseka Ncholo

Name Physical Address

Telefax

Company

4 Ebsco House

+27 (0)11 482 4641

299 Pendoring Ave
Blackheath

Marked for the attention of: N Pretorius

provided that a Party may change its domicilium to any other physical address or telefax

number within the Republic of South Africa by written notice to the other Party to that

effect. Such change of address will be effective 5 (five) business days after receipt of the

notice of the change of domicilium.

12.2

All notices to be given in terms of this Agreement will be in writing and will -

12.2.1

be delivered by hand or sent by telefax;

12.2.2

if delivered by hand during business hours, be presumed to have been

received on the date of delivery. Any notice delivered after business hours or

on a day which is not a business day will be presumed to have been received

on the following business day; and

12.2.3

if sent by telefax during business hours, be presumed to have been received

on the date of successful transmission of the telefax. Any telefax sent after

business hours or on a day which is not a business day will be presumed to

have been received on the following business day.

12.3

Notwithstanding the above, any notice given in writing, and actually received

by the Party to whom the notice is addressed, will be deemed to have been

properly given and received, notwithstanding that such notice has not been

given in accordance with this clause.

12.4 The Parties record that whilst they may correspond via email during the

currency of this Agreement for operational reasons, no formal notice required in

terms of this Agreement, nor any amendment of or variation to this Agreement

may be given or concluded via email.

GENERAL

13.1

This Agreement constitutes the whole of the agreement between the Parties

relating to the matters dealt with herein and, save to the extent otherwise

provided herein, no undertaking, representation, term or condition relating to the

subject matter of this Agreement not incorporated in this Agreement will be

binding on either of the Parties.

13.2

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 either 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.

13.3

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.

13.4

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 Party.

13.5

This Agreement may be executed in one or more 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.

APPLICABLE LAW AND JURISDICTION

14.1

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

of the Republic of South Africa.

14.2

Subject to the provisions of clause 10, 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 in accordance with the High Court tariff, determined on an attorney-

and-own-client scale.

15 COSTS

It is recorded that 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 DRDSA. 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.

16 SIGNATURE

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 _______Bedfordview__________ on 24 October _______________ 2006.

For and on behalf of
THE TRUSTEES FOR THE TIME BEING
OF THE DRDSA EMPOWERMENT
TRUST

_______________________________
/s/ T Mogotsi
Trustee

SIGNED at __________________________on 30 November ______________2006.

For and on behalf of
BLYVOORUITZICHT GOLD MINING
COMPANY LIMITED

________________________________
Signature:
Name of Signatory:
/s/ LC Lamsley
Designation of Signatory: COO

TERMS AND CONDITIONS OF THE CLASS C CUMULATIVE

PARTICIPATING PREFERENCE SHARE

In this annexe "A", unless the context otherwise indicates, the following terms shall

have the meanings assigned to them hereunder -

1.1

"Act" means the Companies Act, 1973;

1.2

"Company" means Blyvooruitzicht Gold Mining Company Limited, registration

number 19371009743/06, a limited liability public company duly incorporated in the

Republic of South Africa;

1.3

"Class A Pref Share" means the existing Class A cumulative participating

preference share in the share capital of the Company with a par value of R1.00

(one rand);

1.4

"Class B Pref Share" means a Class B cumulative participating preference share

in the share capital of the Company with a par value of R1.00 (one rand);

1.5

"Class C Pref Share" means a Class C cumulative participating preference share

in the share capital of the Company with a par value of R1.00 (one rand), and

having the rights, privileges and restrictions contained in annexe "A";

1.6

"Dividend Date" means the last business day of each successive Dividend Period

on which date the Preference Dividend owing to the Holder is calculated and

becomes due and payable;

1.7

"Dividend Period" means successive periods of 3 (three) months each,

commencing on the 1st (first) day following the preceding Dividend Period and

ending on the last business day of each of December, March, June and September

in each year, provided that the 15t (first) Dividend Period will commence on the lst

(first) day following the Issue Date;

1.8

"DRDGOLD" means DRDGOLD Limited, registration number 1895/000926/06, a

limited liability public company duly incorporated in the Republic of South Africa;

1.9

"Holder" means the holder of the Class C Pref Share from time to time;

1.10

"Issue Date" means the actual date of issue of the Class C Pref Share;

1.11

"Preference Dividend" means the preferential cash dividend payable to the

Holder in accordance with the provisions of clause 3.1;

1.12

"Shareholder Loans" means the loans advanced by DRDGOLD to the

Company on loan account; and

1.13

"Subscription Price" means the amount of R1,535,400.00 (one million

five hundred and thirty five thousand four hundred rand).

The Class C Pref Share will be allotted and issued at par plus a premium in the

aggregate equal to the Subscription Price.

The Class C Pref Share will carry the following special rights and will be

subject to the following special conditions -

3.1

The Class C Pref Share carries the right in favour of the Holder to call for and

receive, after the payment of the preference dividend payable on the Class A Pref

Share, contemporaneously with the payment of the preference dividend payable on

the Class B Pref Share, but in priority to any dividend on any other class of shares

for the time being issued by the Company, a preferential dividend in an amount of

R0.06 (six 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 R0.06 (six cents)) for every R0.74 (seventy four cents) that the

Company pays to DRDGOLD or its successor in title, both towards capital and

interest on capital in terms of the Shareholder Loans.

3.2

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

payment of any amount towards the Shareholder Loans and shall become payable

on the next Dividend Date.

3.3

The Class C Pref Share shall entitle the Holder to receive Preference Dividends

until the outstanding balance on the Shareholder Loans has been reduced to Nil.

3.4

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

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, after the

Class A Pref Share, equally with the Class B Pref Share, but in priority to any other

shares for the time being issued by the Company.

3.5

The Class C 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.

3.6

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 C 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

3.6.1

which directly or indirectly adversely affects the rights attached to the Class C

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

3.6.2

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.

3.7

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 -

3.7.1

one vote on a show of hands;

3.7.2

so many votes on a poll as is determined in accordance with section 195 of the

Act.

3.8

Notwithstanding anything to the contrary herein contained -

3.8.1

the terms of the Class C Pref Share may not be cancelled, varied or added to;

and

3.8.2

other than the existing Class A Pref Share and the Class B Pref Share,no

shares in the capital of the Company, ranking, as regards rights to dividends or,

on a winding-up or return of capital, in priority to or pari passe with the Class C

Pref Share shall be created or issued, without a special resolution of the

Company and without the consent in writing of the Holder.

3.9

A certificate issued by the auditors of the Company for the time being as to the

Preference Dividends due from time to time shall, unless and until the contrary is

proved, be binding on the Company and all its members.

3.10 The Company shall not be liable to the Holder for interest on any unclaimed

Preference Dividend. The Company shall retain all unclaimed monies until they are

claimed; provided that any amount remaining unclaimed for a period of 12 (twelve)

years shall be forfeited by the Holder to the Company.

CLASS C PREFERENCE SHARE SUBSCRIPTION

AGREEMENT

between

THE TRUSTEES FOR THE TIME BEING OF THE DRDSA EMPOWERMENT

TRUST

and

CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED

TABLE OF CONTENTS

1 INTERPRETATION..............................................................................

2 RECORDALS.......................................................................................

3 SUSPENSIVE

CONDITIONS.................................................................

4 SUBSCRIPTION, ALLOTMENT AND ISSUE........................................

RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO THE

CLASS C PREF SHARE ...................................................................

6 BREACH ..............................................................................................

7 GENERAL

WARRANTIES ....................................................................

8 CO-OPERATION ..................................................................................

9 PUBLICITY ............................................................................................

10 DISPUTE

RESOLUTION......................................................................

11 BENEFIT OF THE AGREEMENT........................................................

12 NOTICES

AND

DOMICILIA .....................................................................

13 GENERAL.............................................................................................

14 APPLICABLE LAW AND JURISDICTION............................................

15 COSTS.................................................................................................

16 SIGNATURE.........................................................................................

ANNEXES

ANNEXE "A" RIGHTS, PRIVILEGES AND RESTRICTIONS OF THE CLASS C

CUMULATIVE PARTICIPATING PREFERENCE SHARE

WHEREBY THE PARTIES AGREE AS FOLLOWS -

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

1.2

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 -

1.2.1 "Act" means the Companies Act, 1973;

1.2.2 "AFSA" means the Arbitration Foundation of Southern Africa;

1.2.3 "Agreement" means this Class C Preference Share Subscription Agreement;

1.2.4 "Class C Pref Share" means a Class C cumulative participating preference

share in the share capital of the Company with a par value of 81.00 (one rand),

and having the rights, privileges and restrictions contained in annexe "A";

1.2.5 "Closing Date" means the 1

(first) business day after the date upon which the

last of the Suspensive Conditions has been fulfilled or waived, as the case may

be;

1.2.6 "Company" means Crown Gold Recoveries (Proprietary) Limited, registration

number 1988/0055115/07, a limited liability private company duly incorporated in

the Republic of South Africa;

1.2.7 "DRDGOLD" means DRDGOLD Limited, registration number 1895/000926/06, a

limited liability public company duly incorporated in the Republic of South Africa;

1.2.8 "DRDSA" means DRDGOLD South African Operations (Proprietary) Limited,

registration number 2005/033662/07, a limited liability private company duly

incorporated in the Republic of South Africa;

1.2.9 "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;

1.2.10 "Nominated Attorneys" means Cliffe Dekker 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 Act;

1.2.11 "Parties" means the parties to this Agreement;

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

last signing;

1.2.13 "Subscription Price" means the amount of R1,091,400.00 (one million ninety

one thousand four hundred rand);

1.2.14 "Suspensive Conditions" means the suspensive conditions contained in

clause 3.1;

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

established by oral agreement between Khumo Gold SPV, Masecheaba Palesa

Moletsane Ncholo and Mervin Percival Thulo Mogotsi on 07 September 2006;

and

1.2.16 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, and in terms of which DRDGOLD will lend and

advance to the Trust an amount of R14,128,800.00 (fourteen million one

hundred and twenty eight thousand eight hundred rand).

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.

1.4

Words and expressions defined in any clause will, unless the application of any

such word or expression is specifically limited to that clause, bear the meaning

assigned to such word or expression throughout this Agreement.

1.5

Subject to the provisions of clauses 1.6 and 1.11, defined terms appearing in this

Agreement in title case will be given their meaning as defined, while the same

terms appearing in lower case will be interpreted in accordance with their plain

English meaning.

1.6

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.

1.7

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. Any reference to ''business hours"

shall be construed as being the hours between 08h30 and 17h00 on any

business day. Any reference to time shall be based upon Central African Time.

1.8

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.

1.9

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.

1.10

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.

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

Agreement

RECORDALS

2.1

In terms of the Trust Loan Agreement, DRDGOLD will lend and advance an

amount of R14,128,800.00 (fourteen million one hundred and twenty eight

thousand eight hundred rand) to the Trust, on condition, inter elle, that the Trust

applies the proceeds of the said subscription to subscribe for inter elle the Class

C Pref Share.

2.2

The Trust has agreed to subscribe for, and the Company has agreed to allot and

issue to the Trust, the Class C Pref Share upon the terms and conditions

contained in this Agreement.

2.3

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

matters ancillary thereto.

3 SUSPENSIVE

CONDITIONS

3.1

This Agreement, save for the provisions of clause 1, this clause 3, and clauses 6

to 16 which will become effective immediately, shall be subject to the suspensive

conditions that, by no later than 30 November 2006 –

3.1.1

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; and

3.1.2

all such resolutions have been passed by the shareholders and directors of

the Company and, where required, registered by the Registrar of

Companies, as may be necessary in order to approve and implement the

provisions of this Agreement.

3.2

The Suspensive Conditions have 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 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 6 to

16 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 Suspensive Conditions, save for any claims arising from a

breach of the provisions of clause 3.3.

4 SUBSCRIPTION, ALLOTMENT AND ISSUE

4.1

The Trust hereby, but with effect from the Closing Date, subscribes for the Class

C Pref Share at the Subscription Price.

4.2

The Trust shall pay the Subscription Price on the Closing Date in cash by

causing the Nominated Attorneys to electronically transfer such portion of the

subscription price payable by DRDGOLD to the Nominated Attorneys in trust in

terms of the Trust Loan Agreement as is equal to the Subscription Price, into

such banking account as the Company may notify the Nominated Attorneys in

writing.

4.3

On the Closing Date, against compliance by the Trust with the obligation to pay

the Subscription Price, the Company shall allot and issue the Class C Pref Share

and shall deliver the share certificate in respect thereof to the Trust.

4.4

The creation duty payable on the creation of the Class C Pref Share shall be

borne and paid by the Company.

RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO THE CLASS

C PREF SHARE

The Class C Pref Share shall have the rights, privileges and restrictions set out

in annexe "A".

BREACH

6.1

If, before the completion of the allotment and issue of the Class C PrefShare,

either Party commits a breach of its obligations 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 aggrieved Party has given notice to the other Party to remedy

same, the aggrieved party shall be entitled to cancel this Agreement on written

notice to the other Party.