EXHIBIT 4.92
 
 Share Sale Agreement
 Between DRD(Offshore) Limited, DRDGold Limited and Emperor Mines Limited


Table of contents
 Clause
 
 
 
 
 
 
 
 
 
 
 
 Page
 
 1 Definitions and interpretation
  ................................................................................... . ................................ 1
 
 ....
 
 .
 2
 Conditions
  ................................................................................................................... ... .........................6
 
 .
 
  
 ..
 
  
 .
 
  
  3
 Sale of Sale Shares ..............................................................................................................................9
 
 . .
 
  
  4
 Purchase Price .....................................................................................................................................9
 
 .
 
  
  
  5
 Conduct before Completion
  .............................................................................................................10
 
  
  
  
  
 .
 6
 Completion
  ................................................................................................................... .. ..................... 11
 
 .
 
  
  
  
  
  
  7
 Post Completion Adjustment
  ..........................................................................................................13
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8
 Period after Completion
  ........................................................................................................................16
 
  
  
  
  9
 DRDGold Guarantee
  ................................................................................................................................17
 
  
  
  
  
  
  10
 DRD(Offshore)'s 18
 
  
  
  
  
  
  
  
  
  
  
  11
 Emperor's Conduct of Claims 21
 
  
  
  
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12
 Emperor's Warranties 22
 
  
  
  
  
  
  
  
  
  
  
  13
 DRD(Offshore) Conduct of Claims
  ...........................................................................................................25
 
  
  
  14
 Announcements
  ..........................................................................................................................................26
 
  
  
  15
 General 26
 
  
  
  
  
  
  
  
  
  
  
  
  
  Schedule 1 – DRD(Offshore)'s warranties
  .......................................................................................................30
 Schedule 2 - Emperor's warranties
  ...................................................................................................................35
 Schedule 3 - DRD (IOM) Reorganisation
  ............................................................................................................37
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Part A to Schedule 3 -DRD (IOM) Reorganisation
  ..................................................................................................37  Part B to Schedule 3 - Post DRD (IOM) Reorganisation structure 39
 Schedule 4 - Permitted Encumbrances
  ...................................................................................................................41
 Schedule 5 - Tolukuma Gold Mine Tenements 42
 Schedule 6 - Additional confirmatory due diligence matters 43
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This share sale agreement
      DRD(Offshore) Limited
 (DRD(Offshore)
   Emperor Mines Limited
 Brisbane, Queensland (Emperor)
   DRDGold Limited
  (DRDGold)
  Recitals
     DRD(Offshore) has agreed to sell and Emperor has agreed to purchase the Sale Shares on the terms set out in this agreement.
  DRDGold has agreed to guarantee the performance by DRD(Offshore) of its obligations contained in this agreement.
   
  Definitions and interpretation
 
 Definitions
  "Accounts Date"
 "Adjustment Statement" means the statement to be prepared in accordance with the requirements of clause 7.4.
 "ANZ Bank" means Australia and New Zealand Bank Limited and its subsidiaries and Related Bodies Corporate.
 "ANZ Facility Agreement" means the credit facility agreement between Emperor, Emperor Gold Mining Company Limited, Koula Mining Company Limited and ANZ Bank dated 18 December 2002 (as amended).  "ASX" means the Australian Stock Exchange.
 "Authorisation"
  
   
 period, the expiry of that period without intervention or action or notice of intended intervention or action.
 "Authorised Dealer" means an authorised dealer as defined in the Exchange Control Regulations, 1961 (SA), promulgated in terms of the Currency and Exchanges Act, Act 9 of 1933 (SA).
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"BDA"
 "Business"
 "Business Day"means a day which is not a Saturday, Sunday or public holiday in New South Wales. "Business Records"means all original and certified copies of the books, records, documents, information, accounts and data (whether machine readable or in printed form) owned by or relating to an entity or the property of an entity and any source material used to prepare them.
 "Cash Consideration"
 "Claim"means any claim, demand, legal proceedings or cause of action including, but not limited to, any claim, demand, legal proceedings or cause of action:
 
  
  
  
       Emperor under this agreement.  "Completion"means completion of the sale and purchase of the Sale Shares in accordance with clause 6.6 of this agreement.
 "Completion Date"means the date on which Completion occurs as more particularly described in clause 6.1.
 "Confidentiality Agreement"means the confidentiality and protocol agreement between DRDGold and Emperor dated 18 August 2005.
 "Corporations Act"
 "Cut Off Date"means 28 February 2006 or such later date as Emperor and DRD(Offshore) agree. "DRD Convertible Loan Facility"means the loan agreement between DRD (IOM), Emperor and Emperor Gold Mining Company Limited dated 8 July 2005.
 "DRD(Offshore)'s Disclosure Letter"means the disclosure letter from DRD(Offshore) to Emperor dated the same date as this agreement.
 "DRD(Offshore)'s Warranties"
 "DRDGold Group"
 "DRD (IOM)"means DRD (Isle of Man) Limited (number 94445C) of Grosvenor House, 66/67 Athol Street, Douglas, Isle of Man.
 "DRD (IOM) Accounts"means the pro forma management accounts of the DRD (IOM) Group as at the Accounts Date after adjusting for the DRD(IOM) Reorganisation which are initialled for identification purposes by each party.  "DRD (IOM) Adjustment"means the adjustment amount calculated in accordance with clause 7 .3. "DRD (IOM) Entities"means DRD (Porgera) Limited, Tolukuma Gold Mines Limited, DRD Australasia Services Company Pty Limited and Fortis Limited as represented in the structure diagram set out in specified in Part B of Schedule 3 to this agreement.
 "DRD (IOM) Group"
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"DRD (IOM) Reorganisation" means the reorganisation of DRD (IOM) prior to Completion the key steps of which are described in Schedule 3;
 "Duty" means any stamp, transaction or registration duty or similar charge imposed by a Government Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of the above.  "Effective Date" means 1 October 2005.
 EGMC
 "Emperor Accounts" means the management accounts of Emperor as at the Accounts Date which are initialed for identification purposes by each party.
 "Emperor Adjustment" means the adjustment amount calculated in accordance with clause 7.2. "Emperor Group" means Emperor and all of its Related Bodies Corporate (including the DRD (IOM) Group following Completion).  "Emperor Share" means a fully paid ordinary share in the capital of Emperor.
 "Emperor's Disclosure Letter" means the disclosure letter from Emperor to DRD(Offshore) dated the same date as this agreement.  "Emperor's Warranties" means those warranties set out in Schedule 2 to this agreement. "Encumbrance" means any mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favour of any person.
 "Foreign Acquisitions and Takeovers Act" means the Foreign Acquisitions and Takeovers Act 1975 (Cth).
 "Government Agency" means any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
 "Immediately Available Funds" means an electronic transfer of funds received in a bank account nominated by the party entitled to receive those funds.  "Interest Rate" means 2% plus LIBOR.
 "Investec" means Investec Bank Limited (Reg No 1969/004763/06) of 100 Grayston Drive, Sandown, Sandton, 2196, Republic of South Africa.
 "Investec Facility Agreements" means the facility A loan agreement between Investec Bank (Mauritius) Limited and DRD (IOM) dated 13 October 2004, facility B loan agreement between Investec Bank (Mauritius) Limited and DRD (IOM) dated 3 March 2005 and associated guarantee agreement between DRDGold, Investec Bank (Mauritius) Limited and Investec dated 3 March 2005.  "LIBOR" means the London Inter Bank offering rate.
 Listing Rules"   Loss "Material Adverse Effect
 net assets of the DRD (IOM) Group by $500,000 or more or to diminish the earning before interest, tax, depreciation and amortisation of the DRD (IOM) Group by $500,000 or more; and
 
 in relation to the Emperor Group, an event which is reasonably likely to diminish the value of  the net assets of the Emperor Group by $500,000 or more or to diminish the earning before interest, tax, depreciation and amortisation of the Emperor Group by $500,000 or more.
 "Material Adverse Change" means a change to the Business or the financial or trading position of the entities or the operations or assets of the entities which has, or is reasonably likely to:
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financial market fluctuations, changes in interest rates and changes in tax, securities or other applicable laws);
 
  
  
  "Official Quotation"
 "Operational Support Agreement"means the operational support agreement between DRD (IOM), Emperor and Emperor Gold Mining Company Limited dated 8 July 2005.
 "Permitted Encumbrance"
 
  
  "PNG Facility Agreement"means the agreement for a debt facility for not less than $37,000,000 from a reputable banking institution the key commercial terms of which are the same or not more materially disadvantageous to the borrower than those set out in the terms sheet initialed for identification purposes by each party. In determining whether an increase in the costs, charges, fees or interest rate of the PNG Facility Agreement from those specified in that term sheet is materially disadvantageous to the borrower, regard must be given to the availability of funds identified for this purpose in the contingency provision in the DRD (IOM) Accounts.
 "PNG Security Documents"means the security documents reasonably required by the bank providing the loan facility under the PNG Facility Agreement, the purposes of which are to secure funds lent to DRD (IOM) by the lender pursuant to the terms of the PNG Facility Agreement.
 "Porgera Joint Venture Agreement"means the joint venture agreement dated 21 March 1990 between Placer Dome (PNG) Limited, Highlands Gold Properties Limited, Goldfields Porgera Limited and Orogen Minerals (Porgera) Limited as amended.  "Porgera Joint Venture Interest"means the 20% interest held by DRD (Porgera) Limited in the unincorporated joint venture established pursuant to the Porgera Joint Venture Agreement carrying on the business of owning and operating a gold mine at Porgera, Papua New Guinea.
 "Post Completion Adjustment Amount"means the adjustment to the Purchase Price calculated in accordance with the requirements set out in clause 7 of this agreement.
 "Prescribed Occurrences"means those prescribed occurrences set out in section 652C of the Corporations Act.  "Purchase Price"means the Share Consideration and the Cash Consideration.
 "Related Body Corporate"
 "Sale Shares"
 "Security"means any present or future mortgage, security by way of deposit of money or other property, pledge, lien, charge, security by way of assignment, hypothecation, security by way of trust arrangement, encumbrance, title retention or any other security interest or security arrangement whatsoever.
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"Share Consideration" means 751,879,699 Emperor Shares having an agreed value for the purposes of this agreement of $200,000,000.
 "Tax" means income tax (including capital gains tax), franking deficit tax, franking additional tax, pay-as-you-earn remittances, prescribed payments, withholding tax (including deductions pursuant to the royalty withholding obligation), fringe benefits tax, goods and services tax, customs duty, sales tax, payroll tax, land tax, stamp duty, financial institutions duty, debits tax, municipal rates and all other taxes, charges, imposts, duties and levies and any penalties, interest, fines or other costs relating thereto."Tax Law" means any law relating to Tax.
 "Third Party Claim" means any claim, demand or cause of action asserted by a third party (including any Government Agency) against Emperor, in respect of which DRD(Offshore) may be liable to Emperor under this agreement or against DRD(Offshore), in respect of which Emperor may be liable to DRD(Offshore) under this agreement.
 "Tolukuma Gold Mine Assets" means the assets owned by Tolukuma Gold Mines Limited which are used to conduct the gold mining operations at Tolukuma, including without limitation, the tenements listed in Schedule 5 to this agreement.  "Warranties" means DRD(Offshore)'s Warranties and Emperor's Warranties.
 Interpretation
               person
 authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
  
       
 enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
  
     clauses, schedules, exhibits and annexures to or of this agreement, and a reference to this agreement includes any schedule, exhibit or annexure to this agreement;
  where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
   includes
   
 a reference to"$"
or "dollar" or "USD$" is to the currency of the United States of America
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any thing falls on a day which is not a Business Day, the day so appointed or specified will be deemed to be the next Business Day.
 
 2
 Conditions
 
     (FIRB Approval): to the extent that the provisions of the Foreign Acquisitions and Takeovers  Act apply to the transaction contemplated by this agreement:
   DRDGold and DRD(Offshore) have received a written notice under the Foreign  Acquisitions and Takeovers Act, by or on behalf of the Treasurer of the Commonwealth of Australia stating that the Commonwealth Government does not object to the transactions contemplated by this agreement, either unconditionally or on terms that are acceptable to DRDGold and DRD(Offshore); or
    order in relation to the subject matter of this agreement and the transactions contemplated them under the Foreign Acquisitions and Takeovers Act; or
   of the transactions contemplated by this agreement, the subsequent period for making a final order prohibiting the transactions contemplated by this agreement elapses without a final order being made;
 
 SARB approval
 African Reserve Bank and/or the Authorised Dealer confirming that DRDGold has been granted exchange control approval (as required under the South African Currency and Exchanges Act 1933 (as amended) and any exchange control regulations passed in terms of that Act) for entering into and fulfilling its obligations under this agreement and, if that approval is subject to conditions, those conditions are reasonably acceptable to DRDGold;
 
 Emperor shareholder approval (IOM),
 Consideration and the performance of the obligations under this agreement has been approved by the necessary majority at a meeting of the shareholders of Emperor;
 
 (DRDGold shareholder approval
 (IOM)
 (IOM)
   
 ANZ Bank Waiver
 that the waiver under the ANZ Facility Agreement to be given by ANZ Bank on the terms set out in the draft waiver terms a copy of which has been signed by the parties by way of identification or otherwise on terms reasonably acceptable to DRD(Offshore) remains in full force and effect up and until Completion and that after due enquiry it is not aware of any breach of any conditions to that waiver, or if there has been a breach that ANZ Bank has waived that breach;
 
 PNG Facility available
  
 DRD (IOM) Reorganisation (IOM)
  (IOM)
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No Emperor Material Adverse Change
    No DRD (IOM) Material Adverse Change
   Confirmatory Due diligence by Emperor
         No Emperor Prescribed Occurrence
    No DRD (IOM) Prescribed Occurrence
 any member of the DRD (IOM) Group other than as contemplated by the DRD (IOM) Reorganisation;
  ANZ Bank Approval
 under this agreement have been approved by ANZ Bank under the ANZ Facility Agreement to the extent required and, if that approval is subject to conditions, those conditions are reasonably acceptable to DRD(Offshore);
  Variation to the ANZ Facility
 DRD(Offshore) to vary the terms of the ANZ Facility Agreement and other facilities provided by ANZ Bank to Emperor and its subsidiaries so that, provided the aggregate amount of such debt does not exceed $20 million, that debt is repayable solely by recourse to the assets of Emperor and its subsidiaries;
  (Investec Approval
 agreement have been approved by Investec under the Investec Facility Agreements to the extent required and, if that approval is subject to conditions, those conditions are reasonably acceptable to DRDGold;
  No New Emperor debt
   Emperor hedge book exposure
 not exceed negative AUD$12,500,000 for any period of more than six consecutive Business Days before the date which the last condition precedent (other than this clause 2.1 (q) is waived or fulfilled in accordance with clause 2.3(b) of this agreement.
 Use reasonable endeavours
 
   conditions in clause 2.1 (a), 2.1 (b), 2.1 (d), 2.1 (ij,  2.1 (g), 2.1 (n), and 2.1 (0) are satisfied as expeditiously as possible and in any event on or before the Cut Off Date;
    conditions in clause 2.1(c), 2.1(e), 2.10), 2.1(m), 2.1(n) and 2.1(p) are satisfied as expeditiously as possible and in any event on or before the Cut Off Date;
     Waiver
 
  waived by Emperor by notice to DRD(Offshore). A notice of waiver of condition precedent 2.1(j) must specify any fact or matter identified by Emperor during the confirmatory due diligence that may give rise to a Claim.
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All other conditions in clause 2.1 are for the benefit of both Emperor and DRD(Offshore) and  may be waived only by agreement between Emperor and DRD(Offshore).
 2.4
 Notice of conditions
 
 Each party agrees to notify each other party immediately upon becoming aware that a condition in clause 2.1:
      A notice of waiver of condition precedent 2.1(j) must specify any fact or matter identified by Emperor during the confirmatory due diligence that may give rise to a Claim.
 2.5
 Failure of conditions precedent
 
 
  Emperor may, by not less than 2 Business Days' notice in writing to the other parties, terminate  this agreement at any time prior to 30 November 2005 if the condition in clause 2.1 (j) is not satisfied by 25 November 2005.
            
   2.6
 Effect of termination
 
          Emperor must return to DRD(Offshore) and DRDGold all documents and other materials  obtained from them in accordance with the terms of the Confidentiality Agreement; and
   15.12 and 15.13 will continue independently from the other obligations of the parties and survive termination of this agreement.
 2.7
 Effect of conditions
 
 
  3 (Sale of Sale Shares) and clause 6 (Completion) and for the avoidance of doubt, nothing in thisagreement will cause a binding agreement for the transfer of shares to arise unless and untilthose conditions have been satisfied or waived in accordance with clause 2.3 and no person will obtain rights in relation to shares as a result of this agreement unless and until those conditionshave been satisfied.
   creating binding obligations on the parties which are capable of being terminated prior to Completion in accordance with clause 2.5.
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3
 Sale of Sale Shares
 3.1
 
 Sale Shares
 On the Completion Date, DRD(Offshore) will sell to Emperor and Emperor will purchase from DRD(Offshore) for the Purchase Price the Sale Shares free of all Encumbrances and third party rights.
 3.2
 
 Associated rights
 
 DRD(Offshore) must sell the Sale Shares together with all rights attached to them as at Completion. For the avoidance of doubt, nothing in this clause will limit the rights of DRD(Offshore) or DRDGold to implement the DRD  (10M)
 3.3
 
 Title and risk
 
  
 4
 Purchase Price
 4.1
 
 Purchase Price
 
 The Purchase Price comprises the Share Consideration plus the Cash Consideration as adjusted under clauses 7 and 10.9.
 4.2
 
 Payment of the Purchase Price
 
           Post Completion Adjustment Amount (if any) is payable within 5 Business days after its  calculation in accordance with clause 7.
 4.3
 
 Issue of the Share Consideration
 
       Emperor will deliver holding statements in respect of the Share Consideration to DRD(Offshore)  and update its shareholder register to reflect the allotment and issue of Emperor Shares with effect from Completion.
   Emperor will apply for and use its best endeavours to obtain Official Quotation of the Share  Consideration by the ASX as soon as possible after the date of issue.
   DRD(Offshore)(which Emperor acknowledges will require it to issue a notice under s.708A of the Corporations Act within 5 Business Days of the issue of these shares).
   DRD(Offshore) agrees to comply with and be bound by Emperor's constitution in force from  time to time in relation to the Share Consideration.
 4.4
 
 Payment of the Cash Consideration
 
 The Cash Consideration is to be paid at Completion by Emperor to DRD(Offshore) in Immediately Available Funds.
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5
 Conduct before Completion
 
 5.1
 Conduct of DRD (10M) Group
 
 Subject to clause 5.2, between the date of this agreement and the earlier of Completion and termination of this agreement, DRD(Offshore) must use reasonable endeavours to ensure that the business of the DRD(IOM) Group is conducted materially in the ordinary course and, in particular, that no member of the DRD(IOM) Group:
  
            
   breaches the material terms on which the material mining tenements owned by the DRD(IOM)  Group as at the date of execution of this agreement are held;
  
   
           
 5.2
 Permitted acts by DRD(Offshore) or DRD (IOM) Group
 Nothing in clause 5.1 restricts DRD(Offshore), or a member of the DRD(IOM) Group from doing anything:
  
  
   
   
   
       5.3      
  Conduct of Emperor Group
 Subject to clause 5.4, between the date of this agreement and the earlier of Completion and termination of this agreement, Emperor must use its best endeavours to ensure that the business of the Emperor Group is conducted materially in the ordinary course and, in particular, that no member of the Emperor Group:
  
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enters into any contract or commitment requiring it to pay more than $100,000 or more than  $100,000 per annum for more than 3 years other than in the ordinary course of business;
 
   
   
  Permitted acts by Emperor Group
       
  
  Notice of breach
                
 6
 Completion
 
 6.1
 Time and Place
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ledgers, journals, books of account, contracts and other records of each member of the DRD (IOM) Group; and
         Emperor's obligations at Completion
         Emperor Group that DRD(Offshore) nominates not less than 5 Business Days prior to Completion to be effective from close of the board meetings to be convened under clause 6.4 and which are to include written acknowledgements signed by those persons that the person has no claim of any nature against any member of the Emperor Group for salary, fees, compensation for loss of office or otherwise;
   that the waiver under the ANZ Facility Agreement to be given by ANZ Bank on the terms in the draft waiver terms a copy of which has been signed by the parties by way of identification orotherwise on terms reasonably acceptable to DRD(Offshore) remains in full force and effect andthat after due enquiry it is not aware of any breach of any conditions to that waiver, or if there hasbeen a breach that ANZ Bank has waived that breach; and
 
   Completion Board meetings
 
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Completion, existing mandates for the operation of all bank accounts by the members the Emperor Group are revoked and replaced with mandates approved by  DRD( Offshore);
       prior to Completion to act as directors, secretaries and public officers of Emperor subject to the receipt of written consents from those persons to act under clause 6.2(e),
  6.5
 Conditions of Completion
 
 
  simultaneously, so that if one transaction does not take place, then without prejudice to any rights available to any party as a consequence:
                     6.6
 Completion
 
 Completion is taken to have occurred when each party has performed all its obligations under this clause 6.
 6.7
 Reference to clause 11.5
  
 7
 Post Completion Adjustment
 7.1
 
 Post Completion Adjustment
 
      (10M)
  (10M)
  (10M)
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7.2
 Emperor Adjustment
 The Emperor Adjustment is the amount in AUD$ of any pro rata dividend, capital return or other distribution made to Emperor shareholders.
 DRD (IOM) Adjustment
  DA = DC - DD
  DA
 DC is the amount in USD$ of capital which is received by the DRD (IOM) Group during the period from the Effective Date to the date of Completion (inclusive) and which shall include:
       other than an issue or agreement to issue new securities or capitalisation or extinguishment of debt provided for in the DRD(IOM) Accounts or implemented under the DRD (IOM) Reorganisation; and
 DD is the amount in USD$ of any pro rata dividend, capital return or other distribution made to DRD (IOM) shareholders other than an issue or agreement to issue new securities or capitalisation or extinguishment of debt provided for in the DRD(IOM) Accounts or implemented under the DRD (IOM) Reorganisation.
 Adjustment Statement
   
 price for the AUD$ : USD$ foreign exchange rate on the Completion Date as published on Bloomberg page 'AUD Currency'), which if positive will be payable by Emperor to DRD(Offshore) and if negative will be payable by DRD(Offshore) to Emperor;
  
     Adjustment Amount
  Assistance
 Emperor must provide reasonable assistance requested by DRD(Offshore) in the preparation of the draft Adjustment Statement, including giving DRD(Offshore) and its advisers full access to the documents, records and accounts of the DRD (IOM) Group and the Emperor Group. The period for providing the Adjustment Statement will be extended by the period that Emperor delays providing information requested by more than 2 Business Days after the request.
 Review by Emperor
 
   dispute the Adjustment Statement. If Emperor does not dispute the Adjustment Statement within that period, Emperor is taken to have accepted the Adjustment Statement.
   DRD(Offshore) must ensure that Emperor has reasonable access to the working papers of  DRD(Offshore) and any other supporting information reasonably required and requested in the conduct of their review of the Adjustment Statement. The period for disputing the draft Adjustment Statement will be extended by the period that DRD(Offshore) delays providing information requested by more than 2 Business Days after the request.
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Dispute Notice
  If Emperor wishes to dispute the Adjustment Statement, it must deliver a notice (Dispute  Notice) to DRD(Offshore) within the period specified in clause 7.6 specifying in reasonable detail the items it disputes, the reason it disputes those items and the adjustments it considers must be made to the Adjustment Statement to correct the disputed items.
    disputed in relation to that item is greater than $100,000 other than where DRD(Offshore) can show no reasonable basis for inclusion of that item in the Adjustment Statement.
 Dispute resolution
 
  If Emperor delivers a Dispute Notice in accordance with clause 7.7(a), the parties must, in good faith and for a period of 10 Business Days after Emperor gives the Dispute Notice, attempt to resolve the dispute and agree upon each disputed item in the Adjustment Statement.
   If the parties fail to reach agreement in accordance with clause 7.8(a) within that period, either  Emperor or DRD(Offshore) may within 5 Business Days refer the disagreement to anindependent accountant agreed between the parties or if the identity of the independentaccountant cannot be agreed within that time limit, either party may request the President of theLaw Society of New South Wales from time to time to appoint an independent accountant todetermine the dispute (Independent Accountant).
    practicable after receiving any submissions from the parties (which must be made no later than 5 Business Days after the appointment of the Independent Accountant) and, in any event, no later than 10 Business Days after those submissions are received.
   reasonable assistance requested by the Independent Accountant, including access to the documents described in clause 7.5.
   binding on the parties for the purposes of determining adjustments to the Adjustment Statement.
         Payment of Adjustment Amount
 
     if the Adjustment Amount requires an increase in the Purchase Price, Emperor must pay the Adjustment Amount in Immediately Available Funds together with interest on that amount at the Interest Rate from the Completion Date to the date of payment by paying that amount to the Lender; and
    must pay the Adjustment Amount in Immediately Available Funds together with interest on that amount at the Interest Rate from the Completion Date to the date of payment by paying that amount to the Lender.
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8
 Period after Completion
 Appointment of proxy
                Emperor indemnifies DRD(Offshore) against all Losses suffered or incurred by it arising out of  the implementation of any action taken pursuant to the proxy referred to in clause 8.1 (a).
 Access to records
  
    and allow DRD(Offshore) to inspect and obtain copies or certified copies of the Business Records at DRD(Offshore)'s expense; and
     for the purpose of assisting the DRD(Offshore) and DRDGold to prepare tax returns, accounts and other financial statements, discharge statutory obligations or comply with Tax, Duty or other legal requirements for financial disclosure or to conduct legal or arbitration proceedings.
   Emperor agrees that DRD(Offshore) and DRDGold may retain copies of any Business Records  which it may require to enable it to comply with any applicable law after the Completion Date.
 Branding
 On and from the Completion Date or such later date agreed to by DRD(Offshore), Emperor must not, and must ensure that each member of the Emperor Group and the DRD (IOM) Group does not without the prior consent of DRDGold, use any trade mark, logo (either on its own or in combination with other material), get up or business, domain or company name containing any reference to DRDGold or Durban Roodepoort Deep or expressions, letters, logos or marks which are similar to those used by DRDGold or Durban Roodepoort Deep, including the reference to "DRD" in any company or business name.
 Pre-Completion tax returns
   statement of a member of the DRD (IOM) Group with respect to a period or part period before the Completion Date and any administrative proceeding involving any such Tax return or Tax statement.
   DRDGold shall have the sole conduct and control of the preparation and filing of all Tax returns,  forms or statements of each member of the DRD (IOM) Group to the extent they relate to any periods(or part periods) ending on or before the Completion Date ("Pre Completion Returns") and may, ifit elects to do so have the sole control of the preparation and filing of all Tax returns, forms orstatements of each member of the DRD (IOM) Group for any period that includes, but does not endon or before the Completion Date ("Straddle Returns").
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where appropriate participate in the disclosure (including manner of disclosure) of any material or information to a Government Agency and any other dealings with the Government Agency in relation to Tax to the extent such disclosure or other dealings is in respect of any event, act, matter or transaction or amount derived (or deemed to be derived) or expenditure incurred before, on, or as a result of, Completion ("Pre Completion Tax Event").
   From and after Completion Emperor agrees that it will, and will procure that each member of the  DRD (IOM) Group will:
    Completion Tax Event without the prior written consent of DRDGold (which consent will not be unreasonably withheld or delayed), except as required by law;
    Government Agency in relation to a Pre Completion Tax Event without the prior written consent of DRDGold (such approval not to be unreasonably withheld or delayed); and
   to or by, a Government Agency and keep the Seller informed of any oral discussions with a Government Agency in relation to a Pre Completion Tax Event.
 9
 DRDGold Guarantee
 
 
 Guarantee
 Subject to clause 9.5, in consideration of the entry by Emperor into this agreement, DRDGold unconditionally and irrevocably guarantees to Emperor the due and punctual performance and observance by DRD(Offshore) of all of its obligations, commitments and undertakings under or pursuant to this agreement and, as a separate and principal obligation, agrees to indemnify Emperor against all losses, liabilities, costs (including without limitation legal costs) charges, expenses, actions, proceedings, claims and demands which Emperor may suffer through or arising from any breach by DRD(Offshore) or DRDGold of any obligation, commitment and undertaking under or pursuant to this agreement. This guarantee is given for the benefit of Emperor and its respective successors and assigns and shall be binding on DRDGold and its respective successors and assigns.
  Performance
 Subject to clause 9.5, if DRD(Offshore) fails to perform its obligations under this agreement when they are due, DRDGold must immediately on demand from Emperor cause DRD(Offshore) to perform its obligations under this agreement.
  Extent of guarantee and indemnity
        Principal and independent obligation
                  22892-1 Page
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Guarantor's Liability
 DRDGold's liability in respect of any Claim shall not exceed DRD(Offshore)'s liability in respect of that Claim.
  Payments by Guarantor
 All payments by the Guarantor to the purchaser in relation to a Claim shall be in reduction to the Purchase Price.
 
  DRD(Offshore)'s Warranties
     Letter, DRD(Offshore) gives DRD(Offshore)'s Warranties in favour of Emperor on the date of this agreement and on the Completion Date.
         Awareness
 Where any of DRD(Offshore)'s Warranties are qualified by reference to DRD(Offshore)'s awareness, DRD(Offshore) undertakes that it has made due inquiries with M. Wellesley-Wood, I. Murray, R. Johnson, M. Marriot and A. Labuschagne.
 No reliance other than on DRD(Offshore)'s Warranties
   review
 investigation of the operations and affairs of the DRD (IOM) Group and business conducted by its advisers;
  prior statements
 or undertaking made, given, implied or agreed to by DRD(Offshore), DRDGold or any of their respective representatives or advisers in any prior negotiation, arrangement, understanding, discussion, correspondence or agreement (including without limitation statements made by DRDGold nominees on the board of Emperor) has no effect except to the extent expressly set out in this agreement; and
   reliance: except for DRD(Offshore)'s Warranties, no other statement, representation or other  conduct of DRD(Offshore) or any representative or adviser of DRD(Offshore) has been relied on by Emperor or has induced or influenced Emperor to enter into this agreement.
 Monetary and time limitations for DRD(Offshore)'s Warranties
                  22892-1 Page
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payable in respect of that Claim (or all Claims relating to the same or substantially similar facts, matters or circumstances) exceeds USD$500,000 and the aggregate amount of all Claims against DRD(Offshore) exceeds USD$1, 150,000.
   The maximum aggregate amount which DRD(Offshore) may be required to pay in respect of all  Claims whenever made is USD$25,300,000.
 Disclosures
         that was contained or ought to have been contained in a notice prepared by Emperor for the  purposes of clauses 2.3(a) and 2.4; or
         where the Claim arises in respect of a matter which was known or ought to have been known by BDA having made the enquiries that it had (including the physical inspection conducted by BDA of the gold mines at Porgera and Tolukuma) as at the date of this agreement.
 Further limitations
    expenditure being tax deductible to the extent the proceeds under the claim are not taxable) or compensated for by any other means, including any loss which is recoverable by Emperor under a policy of insurance;
                written notice of the Claim in accordance with clause 11.1, DRD(Offshore) remedies the matter to the satisfaction of Emperor, acting reasonably;
             of the DRD (IOM) Group in respect of which the Claim arises has ceased to be a wholly owned subsidiary, of Emperor;
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Accounts or adjusted for in the DRD (IOM) Adjustment or which arises in respect of a matter which has been noted in the accounts;
  the Claim is contingent, unless and until the Loss becomes an actual Loss and is due and payable; or
     Statutory Claims
 Recognising the representations and warranties given by DRD(Offshore) and to the extent permitted by law, Emperor must not make, and waives any right it may have to make, any Claim against DRD(Offshore), or any member of the DRDGold Group or any of their respective officers, employees, agents or advisers under:
   Investments Commission Act 2001 or section 1041 H(1) of the Corporations Act or the corresponding provision of any state or territory enactment,
    Right to reimbursement
    DRD(Offshore) in respect of any Claim which is subsequently recovered by or paid to Emperor by any third party (including any insurer).
   (IOM)  Group in respect of a period before Completion must be repaid to DRD(Offshore) (as anadjustment to the Purchase Price) if repaid by the Government Agency to a member of the DRD(IOM) Group following Completion.
 Reduction of Purchase Price
 Any monetary compensation received by Emperor as a result of any breach of any DRD(Offshore)'s Warranty is in reduction and refund of the Purchase Price.
 Independent Limitations
 Each qualification and limitation in this clause 10 is to be construed independently of the others and is not limited by any other qualification or limitation.
 Sole remedy
   It is the intention of the parties that Emperor Group's sole remedies in respect of the acquisition  of DRD (IOM) Group and this agreement will be as set out in this agreement.
   Emperor must not, and must procure that each member of the Emperor Group does not, make  a Claim:
            22892-1 Page
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11
 Emperor's Conduct of Claims
 11.1 Notification of Claims
 If Emperor becomes aware of any circumstances which constitute or are likely (whether alone or with any other circumstances or with the passage of time) to give grounds for a Claim by Emperor, Emperor must (and must cause the members of the DRD (IOM) Group to):
   notice: promptly give DRD(Offshore) notice of the circumstances and the breach or potential  breach, setting out full details as then known to Emperor Group. Emperor must also, on an on-going basis, keep DRD(Offshore) informed of all developments in relation to the matter;
   mitigation
 Group takes all reasonable steps, to mitigate any loss which may give rise to a Claim by Emperor; and
   access
        during normal business hours (and permit DRD(Offshore) and its advisers to take copies of any documents, records or accounts) to enable DRD(Offshore) and its advisers to obtain information relating to the Claim or potential Claim.
 11.2 Conduct of Claims
   Following receipt of a notice under clause 11.1 (a) which involves a Third Party Claim,  DRD(Offshore) may, by written notice to Emperor, assume the conduct of the defence of the Third Party Claim at DRD(Offshore)'s own cost and upon security for costs being furnished to the reasonable satisfaction of Emperor.
        compromise or settle any legal proceedings or make any admission or take any action, which may in any way prejudice the defence or challenge of the Third Party Claim without DRD(Offshore)'s prior written approval (which approval may not be unreasonably withheld); and
    reasonably requires to avoid, contest, compromise or defend any claim, demand or legal proceedings relating to the Third Party Claim, including providing witnesses and documentary or other evidence and allowing DRD(Offshore) and its advisers to inspect and take copies of all relevant documents, records and accounts.
 11.3 Reimbursement and indemnity
   Emperor is entitled to charge DRD(Offshore) for all reasonable costs and expenses (including a  fee charged for management time at a reasonable hourly rate for its employees) incurred by it in complying with this clause which amounts will be payable within 5 Business Days of receipt by DRD(Offshore) of a written invoice.
    demands, liabilities and expenses (including legal costs) which may be suffered, sustained or incurred by Emperor as a result of any act or omission of DRD(Offshore) performed by reason of clause 11.2.
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11.4 Material personal interest
   In assessing whether Emperor has a Claim against DRD(Offshore), any member of the board of  Emperor who has a material personal interest in relation to whether Emperor has such a Claim will not attend the board meeting while the issue is being considered or vote on the relevant resolutions unless permitted to do so under section 195 of the Corporations Act.
           is a person who has a material personal interest in relation to whether Emperor has such a Claim.
 11.5 Constitution of Emperor Board
 DRDGold and DRD(Offshore) agree with Emperor that it will use its voting power in regard to Emperor to ensure that at all times prior to 15 October 2006 (and at all times thereafter during which Emperor maintains a Claim against either DRDGold and/or DRD(Offshore) under this agreement) to ensure that the board of Emperor is so constituted that it has a quorum of directors qualified to consider the Claim having regard to the provisions of clause 11.4 of this agreement.
 
 12
 Emperor's Warranties
 12.1 Giving of Emperor's Warranties
 
 (a)
 Letter, Emperor gives Emperor's Warranties in favour of DRD(Offshore) on the date of this agreement and on the Completion Date.
   Emperor acknowledges that DRD(Offshore) has entered into this agreement in reliance on  Emperor's Warranties.
   Each of Emperor's Warranties is to be construed independently of the others and is not limited  by reference to any other Emperor Warranty.
 12.2 Awareness
 Where any of Emperor's Warranties are qualified by reference to Emperor's awareness, Emperor undertakes that it has made due inquiries with M. Wellesley-Wood, R. Johnson, M. Marriot, J. Wall, R. Willcocks, D Ballhausen, S. O'Connor, A. Cooke and A. Labuschagne.
 12.3 No reliance other than on Emperor's Warranties
    review: it has entered into this agreement after an inspection and due diligence investigation of  the operations and affairs of the Emperor Group and business conducted by its advisers;
   prior statements: any statement, representation, term, conduct, warranty, condition, promise  or undertaking made, given, implied or agreed to by Emperor or its representatives or advisers inany prior negotiation, arrangement, understanding, discussion, correspondence or agreement(including without limitation statements made to DRDGold nominees on the board of Emperor)has no effect except to the extent expressly set out in this agreement; and
   reliance
 of Emperor or any representative or adviser of Emperor has been relied on by DRD(Offshore) or has induced or influenced DRD(Offshore) to enter into this agreement.
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12.4 Monetary and time limitations for Emperor's Warranties
                      payable in respect of that Claim (or all Claims relating to the same or substantially similar facts, matters or circumstances) exceeds $500,000 and the aggregate amount of all Claims against Emperor exceeds $1,150,000.
     12.5 Disclosures
          DRD(Offshore) or its advisers as at the date of this agreement but disregarding any information received by a member of the board of Emperor nominated by DRDGold who received that information in his capacity as a director of Emperor and has not been specifically authorised to disclose that information to DRDGold and DRD( Offshore) at least 10 Business Days prior to the date of this agreement.
   that information is within the actual knowledge of DRD(Offshore) or its advisers as at the date ofthis agreement but disregarding any information received by a member of the board of Emperor nominated by DRDGold who received that information in his capacity as a director of Emperorand has not been specifically authorised to disclose that information to DRDGold and  DRD( Offshore) at least 10 Business Days prior to the date of this agreement; or
   BDA having made the enquiries that it had (including the physical inspection conducted by BDA of the gold mine at Vatakoula) as at the date of this agreement.
 12.6 Further limitations
 Emperor is not liable for any Claim, and DRD(Offshore) must not make any Claim, to the extent that: (a) DRD(Offshore) has or is entitled to have the Claim made good, offset (including as a result of expenditure being tax deductible to the extent the proceeds under the claim are not taxable) or compensated for by any other means, including any loss which is recoverable by DRD(Offshore) under a policy of insurance;
       22892-1 Page
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written notice of the claim in accordance with clause 13.1, Emperor remedies the matter to the satisfaction of DRD(Offshore), acting reasonably;
          Emperor after Completion where DRD(Offshore) or DRDGold has consented to that act or omission;
             the Claim is contingent, unless and until the Loss becomes an actual Loss and is due and payable; or
     12.7 Statutory Claims
 Recognising the representations and warranties given by Emperor and to the extent permitted by law, DRD(Offshore) must not make, and waives any right it may have to make, any Claim against Emperor, or any member of the Emperor Group or any of their respective officers, employees, agents or advisers under:
   Investments Commission Act 2001 or section 1041 H(1) of the Corporations Act or the corresponding provision of any state or territory enactment,
   12.8 Right to reimbursement
 DRD(Offshore) must reimburse to Emperor an amount equal to any amount paid by Emperor in respect of any Claim which is subsequently recovered by or paid to DRD(Offshore) by any third party (including any insurer).
 12.9 Increase of Purchase Price
 Any monetary compensation received by DRD(Offshore) as a result of any breach of any Emperor's Warranty is in addition to the Purchase Price.
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12.10 Independent Limitations
 Each qualification and limitation in this clause 12 is to be construed independently of the others and is not limited by any other qualification or limitation.
 12.11 Sole remedy
           otherwise inconsistent with DRD(Offshore)'s entitlement to make a Claim under this agreement;
    the Emperor Group (other than any current or former director, officer or employee the DRD (10M) Group prior to Completion); or
   and DRD(Offshore) acknowledges that to do so would be to seek to circumvent the parties' intention expressed in this clause 12.
 
  DRD(Offshore) Conduct of Claims
 13.1 Notification of Claims
 If DRD(Offshore) becomes aware of any circumstances which constitute or are likely (whether alone or with any other circumstances or with the passage of time) to give grounds for a Claim by DRD(Offshore), DRD(Offshore) must:
  notice
 setting out full details as then known to DRD(Offshore). DRD(Offshore) must also, on an on-going basis, keep Emperor informed of all developments in relation to the matter;
  mitigation
    access: without prejudice to the validity of any Claim, give Emperor and its advisers reasonable  access (at Emperor's cost) to:
       during normal business hours (and permit Emperor and its advisers to take copies of any documents, records or accounts) to enable Emperor and its advisers to obtain information relating to the Claim or potential Claim.
 13.2 Conduct of Claims
   Following receipt of a notice under clause 13.1 (a) which involves a Third Party Claim, Emperor  may, by written notice to DRD(Offshore), assume the conduct of the defence of the Third Party Claim at Emperor's own cost and upon security for costs being furnished to the reasonable satisfaction of Emperor.
        22892-1 Page
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compromise or settle any legal proceedings or make any admission or take any action, which may in any way prejudice the defence or challenge of the Third Party Claim without Emperor's prior written approval (which approval may not be unreasonably withheld); and
    reasonably requires to avoid, contest, compromise or defend any claim, demand or legal proceedings relating to the Third Party Claim, including providing witnesses and documentary or other evidence and allowing Emperor and its advisers to inspect and take copies of all relevant documents, records and accounts.
 13.3 Reimbursement and indemnity
   DRD(Offshore) is entitled to charge Emperor for all reasonable costs and expenses (including a  fee charged for management time at a reasonable hourly rate for its employees) incurred by it in complying with this clause which amounts will be payable within 5 Business Days of receipt by Emperor of a written invoice.
    claims, costs, demands, liabilities and expenses (including legal costs) which may be suffered, sustained or incurred by DRD(Offshore) or DRDGold as a result of any act or omission of Emperor performed by reason of clause 13.2(a).
 
 14
 Announcements
 14.1 Agreed announcement
 Immediately after this agreement has been signed, the parties will make an announcement to the media in a form agreed between them.
 14.2 Further publicity and confidentiality
     sold or any information received as part of this agreement without the prior written consent of   the other party; and
     14.3 Legal requirements
 A party and any related corporation of a party may disclose anything in respect of this agreement as required by:
  
  
     but to the extent possible, it must consult with the other party before making the disclosure and use reasonable endeavours to agree on the form and content of the disclosure.
 
 15
 General
 15.1 Further Acts
 Each party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by any other party to give effect to the obligations to be performed by the first party under this agreement.
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15.2 Notices
                                                        299 Pendoring Avenue Blackheath 2195 South Africa
     
   
  
    address within Australia, and on the fifth Business Day after the date of posting to an address outside Australia;
    equates to the time at which that fax is sent as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms transmission of that fax in its entirety, unless that local time is a non Business Day, or is after 5.00 pm on a Business Day, when that communication will be deemed to be received at 9.00 am on the next Business Day; and
   22892-1 Page
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in clause 15.2(b), unless that delivery is made on a non Business Day, or after 5.00 pm on a Business Day, when that communication will be deemed to be received at 9.00 am on the next Business Day.
 15.3 Stamp duty and Expenses
   Except as otherwise provided in this agreement, each party will pay its own costs and expenses in connection with the negotiation, preparation, execution, and performance of this agreement.
   Emperor will pay any stamp duty assessed on this agreement and any agreement entered into  or signed as required by this agreement.
   If any goods and services tax ("GST") becomes payable by a party ("Supplier") in relation to a  supply that it makes under, in connection with or resulting from this agreement to any other party ("Recipient"), the parties agree that:
    Agreed Amount
      
 Agreed Amount is to be provided for that supply. However, the additional amount is not payable by the Recipient unless and until that Supplier provides a valid tax invoice to the Recipient for that supply. All invoices issued under this agreement which include an additional amount payable must qualify as tax invoices.
 15.4 Amendments
  15.5 Assignment
  15.6 Waiver
   Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or  enforcement of any right, power or remedy provided by law or under this agreement by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this agreement.
  
    No waiver of a breach of any term of this agreement will operate as a waiver of another breach  of that term or of a breach of any other term of this agreement.
 15.7 Consents
  
 unreasonably withheld, unless this agreement expressly provides for that consent to be given in that party's absolute discretion.
  
  15.8 Counterparts
 This agreement may be executed in any number of counterparts and by the parties on separate counterparts. A facsimile of an executed copy will be taken to be a counterpart of this agreement in accordance with this clause 15.8. Each counterpart constitutes an original of this agreement, all of which together constitute one agreement.
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15.9 Indemnities
    other obligations of the parties, and survives termination, completion or expiration of this agreement.
   It is not necessary for a party to incur expense or to make any payment before enforcing a right  of indemnity conferred by this agreement.
 15.10 No merger
 No right or obligation of any party will merge on completion of any transaction under this agreement. All rights and obligations under this agreement survive the execution and delivery of any transfer or other document which implements any transaction under this agreement.
 15.11 Entire agreement
 To the extent permitted by law, in relation to the subject matter of this agreement, this agreement and the other documents contemplated by this agreement:
      15.12 Governing law
  15.13 Jurisdiction
         to the venue of any action or proceedings and any claim it may now or in the future have that any action or proceeding has been brought in an inconvenient forum.
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1
 Title to Sale Shares
 
 (a)
   .
 Schedule 1 - DRD(Offshore)'s warranties
  (b)
 Issued capital
   (c)
 No Encumbrances
 At Completion, Emperor will acquire the Sale Shares free and clear of all Encumbrances other than the Permitted Encumbrances, subject to registration of Emperor in the register of shareholders
 .
  (d)
 Sale Shares fully paid
  .
  (f)
 No obligation to issue new shares
 
 (i)
 At Completion, DRD(IOM) will not be under an obligation to issue, and no person has the right to
 call for the issue or transfer of, any shares or other securities in it at any time.
 
 (ii)
 DRD(IOM) has not issued securities with conversion rights to shares or securities in it and there
 are no agreements or arrangements under which options or convertible notes have been issued by it.
 2
 Power and authority of DRD(Offshore)
 
 (a)
 Incorporation
 DRD(Offshore) is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation.
  (b)
 Authorisations
 DRD(Offshore) has taken all necessary action to authorise the execution, delivery and performance of this agreement in accordance with its terms.
  (c)
 Power to sell
 DRD(Offshore) has full power to enter into and perform its obligations under this agreement and can do so without the consent of any person and free of any pre-emptive rights or rights of first refusal.
   No legal impediment
 The execution, delivery and performance by DRD(Offshore) of this agreement will, at Completion, comply with:
     
   3
 Power and authority of DRD (10M) and DRD (10M) Entities
 
  Corporate existence
         22892-1


(
  Compliance with constituent documents
    DRD (IOM) Entities
              4
 Accounts
 
 (a)
 Basis of preparation
 The DRD (IOM) Accounts fairly represent and are true and accurate statements of the financial situation of DRD (IOM) and its subsidiaries on the Accounts Date after adjusting for the DRD(IOM) Reorganisation, transaction costs and making a reasonable provision for contingencies and have been prepared in accordance with South African Standards of Generally Accepted Accounting Principles and, to the extent possible, on a basis consistent with that of preceding periods
 .
  (
  Position since Accounts Date
 Since the Accounts Date, each member of the DRD(IOM) Group has been conducted materially in the ordinary course of ordinary business.
 5
 Assets
 
 Group Structure
 
 
 (i)
      complete representation of the DRD (IOM) Group post Completion and, except where indicated, shareholdings are 100%.
      there are no agreements or arrangements under which options or convertible notes have been issued by it.
   DRD(IOM) Entities• Encumbrances
 Other than for the Permitted Encumbrance, for each DRD(IOM) Entity at Completion, all of its shares are free and clear of all Encumbrances.
  (c)
 Ownership of Porgera Joint Venture Interest and Tolukuma Gold Mine Assets
 
 
 (i)
       .
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6
 Material Contracts
 
  Default
 No member of the DRD(IOM) Group is in default, or would be in default but for the requirements of notice or lapse of time, under any material contract to which it is a party, where such default will, or would reasonably be likely to, have a Material Adverse Effect.
  (b)       
  Notices
 As at the date of this agreement no member of the DRD (IOM) Group has received, or given, any notice of termination of any material contract to which it is a party which will, or would reasonably be likely to, have a Material Adverse Effect.
 7
 Employees
 
 (a)       
  Payments made
 Each member of the DRD (IOM) Group has paid all amounts which are due in respect of the employees other than accrued payments in the ordinary course of the Business.
  b)       
  Industrial disputes
 No member of the DRD(IOM) Group is currently involved in any material industrial dispute with employees.
  (c)       
  Compliance
 No member of the DRD(IOM) Group is in breach in any material respect of any employment contract relating to any senior executives or any award or enterprise agreement relating to the employees.
 8
 Intellectual Property Rights and Information Technology
 
 (a)       
  Right to use
 Each member of the DRD(IOM) Group has an enforceable right to use all intellectual property rights which are necessary for the conduct of its business, where failure to have such rights will, or would reasonably be likely to, have a Material Adverse Effect ("Business IP Rights").
  (b)        
  No other circumstances
 So far as DRD(Offshore) is aware, there are no circumstances which might adversely affect a member of the DRD(IOM) Group's right to use any Business IP Rights.
  (c)        
  No claims
 No member of the DRD(IOM) Group has received any demand from any person in relation to the use of any Business IP Rights.
 9
 Insurance
 
 (a)       
  Disclosure
 The DRD(Offshore) Disclosure Letter contains complete and accurate particulars of all current insurances and cover notes taken out in respect of the business of the DRD(IOM) Group as at the date of this agreement.
  (b)       
  No Voiding
 Nothing has been done or omitted to be done which would make any policy of insurance void or voidable or which would permit an insurer to cancel the policy or refuse or materially reduce a Claim or materially increase the premiums payable under the policies.
  (c)        
  Insurance required by law
 Each member of the DRD(IOM) Group has effected all insurances required by law to be effected by it, subject to deductibles.
 22892-
 1


10   Compliance with legislation and laws
 (a)      
  Compliance with laws
 As far as DRD(Offshore) is aware, each member of the DRD(IOM) Group has complied in all material respects with applicable laws where non-compliance will or would reasonably be likely to have a Material Adverse Effect.
  (b)       
  Authorisations obtained
 As far as DRD(Offshore) is aware, each member of the DRD(IOM) Group has all necessary Authorisations material to the conduct of its Business and have complied in all material respects with the terms of those Authorisations.
 11       
  Litigation
 
 
 As far as DRD(Offshore) is aware, no member of the DRD(IOM) Group are, or have in the last 2 years been:
          (b)        
  No litigation pending or threatened
 As far as DRD(Offshore) is aware, no investigation, prosecution or litigation is pending or threatened against a member of the DRD(IOM) Group.
  (c)        
  No claims against Emperor Officers
 At the date of this agreement, neither DRD(Offshore) nor DRDGold is aware of any circumstances or information which gives or may give rise to any claim, demand, legal proceedings or cause of action (whether actual or contingent) against any officer (as defined in the Corporations Act) of Emperor.
 12   Solvency
 
 (a)       
  No liquidation or winding up
 Neither DRD(Offshore) nor any member of the DRD(IOM) Group is insolvent, has gone into liquidation or passed a winding up resolution or received a deregistration notice or applied for deregistration, or have been placed under judicial management.
  (b)        
  No petition
 No petition or other process for winding up has been presented or threatened against a member of the DRD(IOM) Group and so far as DRD(Offshore) is aware there are no circumstances justifying such a petition or other process.
  (c)        
  No writ of execution
   (d)        
  No receiver
 No receiver or receiver and manager of any part of the undertaking or assets of a member of the DRD(loM) Group have been appointed.
 13   Taxes and duties
 
 (a)       
  Tax Laws
 So far as DRD(Offshore) is aware, each member of the DRD(loM) Group has complied with all applicable Tax Laws.
  (b)        
  Accuracy of provisions
     will be included in the 2005 audited accounts prepared in respect of DRD (porgera) Limited is adequate.
 22892-1


(
   require separate disclosure in the 2005 audited accounts of T olukuma Gold Mining Limited) included in the provision of "Other Creditors and Accruals"of Kina 1 ,075,000 is adequate.
  (c)  Withholding tax
 So far as DRD(Offshore) is aware, any obligation on a member of the DRD(loM) Group under any Tax Law to withhold amounts at source has been complied with.
  (d)
 Records
 So far as DRD(Offshore) is aware, each member of the DRD(loM) Group has maintained proper and adequate records to enable it to comply in all material respects with its obligations to:
           
  (e)
 Returns submitted
 So far as DRD(Offshore) is aware, each member of the DRD(loM) Group has, submitted any necessary information, notices, computations and returns to the relevant Government Agency in respect of any Tax or any Duty relating to that member of the DRD(loM) Group and any such information, notices, computations and returns are so far as DRD(Offshore) is aware, correct and in accordance with the relevant Tax Laws.
  (f)
 No Tax audit
 DRD(Offshore)is not aware of any pending or threatened Tax or Duty audit relating to member of the DRD(IOM) Group.
  (g)
 No disputes
 DRD(Offshore) is not aware of any disputes between a member of DRD (IOM) Group and any Government Agency in respect of any Tax or Duty.
  (h)  Anti-avoidance
 So far as DRD(Offshore) is aware, no member of the DRD(loM) Group has entered into or been a party to any transaction which contravenes the anti-avoidance provisions of any Tax Law.
 14
 Information
 
 (a)  Accuracy and completeness
 As far as DRD(Offshore) is aware, the information disclosed in writing to Emperor is accurate and complete in all material respects as at the date that it was produced and is not misleading
 .
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Schedule 2 - Emperor's warranties
 1
 Consideration Shares
 
 (a)
 Issued capital
 Full
    (b)      
  No obligation to issue new shares
 Other than issued securities set out in the relevant note to Emperor's 2005 annual report and accounts:
   Emperor is not under any obligation to issue securities in Emperor, and no person has the right  to call for the issue or transfer of, any shares or other securities in Emperor at any time;
   Emperor has not issued securities with conversion rights to shares or securities in it and there  are no agreements or arrangements under which options or convertible notes have been issued by it.
  (c)     
  No Encumbrances
  2
 Emperor authorised
 Emperor has taken all necessary action to authorise the execution, delivery and performance of this agreement in accordance with its terms.
 3
 Power to buy
 Emperor has full power to enter into and perform its obligations under this agreement and can do so without the consent of any other person.
 4
 No legal impediment
  
  
  
   S
 Accounts
 
  Basis of preparation
 The Emperor Accounts fairly represent and are true and accurate statements of the financial situation of Emperor as of the Accounts Date and have been prepared in conformity with Accounting Standards of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and the Corporations Act 2001 and on a basis consistent with that of preceding periods.
   Position since Accounts Date
 Since the Accounts Date, each member of the Emperor Group has been conducted materially in the ordinary course of ordinary business.
 6
 Compliance with legislation and laws
 
 Compliance with laws
 As far as Emperor is aware, each member of the Emperor Group has complied in all material respects with applicable laws where non-compliance will or would reasonably be likely to have a Material Adverse Effec
 t.
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(
 Authorisations obtained
 Asfar as Emperor is aware, each member of the Emperor Group has all necessary Authorisations material to the conduct of its business and have complied in all material respects with the terms of those Authorisations
 .
 
 7
 Litigation
 
 (
  Company not a party to any litigation
 As
          (b)
 No litigation pending or threatened
 Asfar as Emperor is aware, no investigation, prosecution or litigation is pending or threatened against amember of the Emperor Group.
  (c)
 No claims against Emperor Officers
 So far as Emperor is aware, at the date of this agreement, no member of the Emperor Group is aware ofany circumstances or information which give or may give rise to any claim, demand, legal proceedingsor cause of action (whether actual or contingent) against any officer (as defined in the Corporations Act) of Emperor.
 S
 No liquidation or winding up
 No member of the Emperor Group is insolvent, has gone into liquidation or passed a winding up resolution or received a deregistration notice or applied for deregistration, or has been placed under judicial management.
 9
 No petition
 No petition or other process for winding up has been presented or threatened against any member of the Emperor Group and there are no circumstances justifying such a petition or other process.
 10
 No writ of execution
  11
 No receiver
 No receiver or receiver and manager of any part of the undertaking or assets of any member of the Emperor Group has been appointed.
 12
 Compliance with Continuous Disclosure Obligations
        .
 22892-1


Schedule 3 - DRD (IOM) Reorganisation
 Part A to Schedule 3 -DRD (10MIOM Reorganisation
 Pre•DRD (IOM) Reoraanisation structure
 Key Steps of DRD (IOM) Reorgainsation
 1
 Assets to be transferred out of the DRD IOM) Group -
 
 
 
 
 
   2
 Material contracts to be novated out of the DRD (IOM) Group -
 
   
 
 
   
   
 
 3
 Material contracts to be terminated -
 
 
  
 
 4
 Treatment of inter-company loans -
   S
 Encumbrances -
  6
 Treatment of Investec Facility -
    7
 Residual liabilities
      22892-1


8
 Tax and stamp duty
   9
 Approvals
   
 
 22892-1


Share capital-400,000 redeemable preference shares held by DRD (10M) Registered office -Level 5, Defens House, Cnr Hunter Street & Champion Pde, Port Moresby, NCD 121 PNG  Directors* JKey employees -M Wellesley-Wood*; S O'Brien*, R Johnson*, F Hart*
 Material contracts -
   vehicle lease with ANZ Bank  Encumbrances -Charges in favour of MRDC and Rothschild / CDC. All monies
  Material Contingent Liabilities
 Part B to Schedule 3 - Post DRD (10M) Reorganisation structure
 Directors* JKey employees -
  Registered Office
 Material contracts -
   engagement letter  Encumbrances -Permitted Encumbrances. Material Contingent Liabilities -None.
 Share capital-
 Registered office
 Pde, Port Moresby, NCD 121 PNG  Directors*  JKey employees -M Wellesley-Wood*; S O'Brien*, R Johnson*, F Kowas* Material contracts -Facultative Reinsurance Arrangements with Swiss Re. Encumbrances -None.
 Material Contingent Liabilities -
  
 Share capital-2 ordinary shares held by DRD (IOM) Registered office -Level  1 , 490 Upper Edward St, Spring Hill, 4004,  Brisbane,Australia
 Directors*  JKey employees -
  O'Connor, S Solanki, S Spencer, A Thin  Material contracts -DRDA Service Agreement, employment contracts with key
 employees mentioned, office lease for premises in Brisbane  Encumbrances -None. Material Contingent Liabilities -None.
 Share capital-50,000,000 ordinary shares held by DRD (10M) Registered office -Level 5, Defens House, Cnr Hunter Street & Champion
  Directors* JKey employees -S O'Brien*, R Johnson*, M Wellesley-Wood* and F Kowas Material contracts- Porgera Joint Venture Agreement, Mining Development Contract, Porgera Joint Venture Operating Agreement, Compensation and Occupation Fee Agreement, Transporting and refining or ore agreement with AGR Matthey, equipment and spare parts contract with Caterpillar, gas supply contract with Oil Search, explosives supply agreement with Dyno Nobel 22892-1


_
 N_o_te_s:
 1.  The majority of the material contracts form part of Part 3 of the DRD(Offshore) Disclosure Letter.
 2.
 Material contingent liabilities listed are in addition to those liabilities disclosed in the DRD (IOM) Accounts and
 in the DRD(Offshore) Disclosure Letter
 .
 22892-1


Schedule 4 - Permitted Encumbrances
 Part A - DRD{loM) Group
 PNG Facility Agreement and the PNG Security Documents Investec Facility
 Agreements and associated security documents
     
     
                    Part B - Emperor Group
 ANZ Facility Agreement and any security documents associated with that facility including those forwarded to Franklyn Legal by Andrew Cooke by email on16 November 2005
 DRD Convertible Loan Agreement and associated security documents
  
        
 .
 22892-1


Schedule 5 - Tolukuma Gold Mine Tenements
 Exploration Licences
  683  580
 1264  1327
 894
 1297  1379  1284  1271  1352  1366
 Mining Licences
 ML
 104
 22892-1


Schedule 6 - Additional confirmatory due diligence matters
 Inaccordance with the requirements of clause 2.1 (j) of this agreement, Emperor hereby specifies the following items as being the subject of ongoing due diligence investigation:
 DRD
  DRD
     22892-1


Executed as an agreement:
 Signed by DRD{Offshore) Limitedby:
 Authorised Representative
 Witness
 Name (please print)
 Name (please print)
 Signed by DRDGold Limitedby:
 Authorised Representative
 Witness
 Name (please print)
 Name (please print)
 Signed by Emperor Mines Limitedby:
 Secretary/Director
 Director
 Name (please print)
 Name (please print)
 22892-1