EXHIBIT 4.112
 
 
 CLASS B PREFERENCE SHARE SUBSCRIPTION
 AGREEMENT
 between
 DRDGOLD LIMITED
 and
 KHUMO GOLD SPV (PROPRIETARY) LIMITED


TABLE OF CONTENTS
 1  INTERPRETATION...............................................................  3 2  RECORDALS
  ....................................................................... .  10 3  SUSPENSIVE
           
  
 8  CO-OPERATION....................................................................  14 9  PUBLICITY
  .......................................................................... .  14 10  DISPUTE
 
   
 ..
  
  
    
  
  
     ANNEXES
    ANNEXE "A"  RIGHTS, PRIVILEGES AND RESTRICTIONS OF THE CLASS B CUMULATIVE PARTICIPATING COMPULSORILY REDEEMABLE PREFERENCE SHARES


WHEREBY THE PARTIES AGREE AS FOLLOWS -
 1  INTERPRETATION
           vice versa;
  vice versa.
        "AFSA"
  "Agreement"
   "Blyvoor"
   Blyvoor Class B Pref Share"


"Blyvoor Class B Pref Subscription Agreement"
       "Blyvoor  Class C Pref S hare"
    "Blyvoor Class C Pref Subscription Agreement"
       "Class B Pref Shares"
     "Closing Date"
 st
    "Company"
    "Crown"


"Crown Class B Pref Share"
    "Crown Class B Pref Subscription Agreement"
       "Crown Class C Pref Share"
    "Crown Class C Pref Subscription Agreement"
       "DRDGOLD"
    "DRDSA"
    "ERPM"


"ERPM Class B Pref Share"
    "ERPM Class B Pref Subscription Agreement"
       "ERPM Class C Pref Share"
    "ERPM Class C Pref Subscription Agreement"
       "Nominated Attorneys"
    "Option Exercise Agreement"


"Parties"
  "Signature Date"
   "Subscription Price"
   "Subscription Shares"
   "Suspensive Conditions"
   "Transaction Documents"


"Trust" inter vivos
    "Trust Loan Agreement"


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.
 2  RECORDALS
 2.1
 DRDGOLD has agreed to subscribe for the Subscription Shares, on
 condition that the Company applies the proceeds of the said subscription to —
 2.1.1
 pay the purchase consideration payable by it pursuant to the exercise of the
 option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the
 capital of DRDSA for an aggregate purchase consideration of R4,300,000.00 (four
 million three hundred thousand rand);


3 
  SUSPENSIVE CONDITIONS
           Company and, where required, registered by the Registrar of Companies, as may be necessary in order to


status quo ante
    4
 SUBSCRIPTION, ALLOTMENT AND ISSUE


Blyvoor Class B Pref Share;
 4.2.3
 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to
 Crown in settlement of the subscription price payable by the Company to Crown
 for the subscription by the Company for the Crown Class B Pref Share; and
 4.2.4
 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to
 ERPM in settlement of the subscription price payable by the Company to ERPM
 for the subscription by the Company for the ERPM Class B Pref Share.
 4.3
 On the Closing Date, against compliance by the Company with the obligation to pay the
 Subscription Price, the Company shall allot and issue the Subscription Shares and shall
 deliver the share certificate
 in respect thereof to DRDGOLD.
 4.4
 The creation duty payable on the creation of the Class B Pref Share shall be borne and
 paid by DRDGOLD.
 5
 RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO THE
 SUBSCRIPTION SHARES
 The Subscription Shares shall have the rights, privileges and restrictions set out in
 annexe "A".
 6  BREACH
 6.1
 If, before the completion of the allotment and issue of the Subscription
 Shares, 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 DRDGOLD for, and the allotment
 and issue by the Company of, the Subscription Shares 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
 This Agreement and the other Transaction Documents form part of one
 indivisible transaction. Should either this Agreement or any of the other
 Transaction Documents be terminated for any reason whatsoever, all the
 Transaction Documents shall terminate simultaneously.
 7  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
 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.
 9  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.
 10  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


in camera


11 BENEFIT OF THE AGREEMENT
   12 NOTICES AND DOMICILIA
     Name
 Physical Address
 
 Telefax
         Bedfordview Marked for the attention of; Dr Paseka Ncholo Name
 Physical Address
 
 Telefax
        299 Pendoring Ave Blackheath
  domicilium


domicilium.
                            13 
  GENERAL


pro non scripto


14 
  APPLICABLE LAW AND JURISDICTION
    
     15  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 JOHANNESBURG on 24 October 2006 For and on behalf of DRDGOLD LIMITED Signature: /s/ JWC Sayers Chief Financial Officer SIGNED at BEDFORDVIEW on the 24 October 2006 For and on behalf of KHUMO GOLD SPV (PROPRIETARY) LIMITED Signature; /s/ MPM Ncholo Director


TERMS AND CONDITIONS OF THE CLASS B CUMULATIVE
 PARTICIPATING COMPULSORILY REDEEMABLE PREFERENCE SHARE
  In this annexe "A", unless the context otherwise indicates, the following   terms shall have the meanings assigned to them hereunder, and   words and expressions defined in any clause shall bear the
  "Act"
  "Blyvoor"
   " B ly v o o r  C la s s  B   P ref   S h ar e "
  
 
 "Class A Pref Shares"
    "Class B Pref Shares"
  
  "Company"
   "Crown"


"Crown Class B Pref Share"
  "Crown / ERPM Blyvoor Class B Pref Shares"
   
  "Crown Class B Pref Dividend"
   "Dividend Date"
   "Dividend Period"
  st
    st
  st
    "ERPM"
   "ERPM Class B Pref Share"


"Holders"
 "Issue Date"
   "Ordinary Shares"
   "Preference Dividend"
  "Prime Rate"
     "Redemption Amount"
  "Redemption Date"
 th
  st
      rd


of the Income Tax Act, 1962;
 1.1.23
 "Subscription Price" means the par value of the Class B Pref Shares, being
 R1.00 (one rand), plus a premium of R999.00 (nine hundred and ninety nine rand)
 per Class B Pref Share, in the aggregate amounting to R1,000.00 (one thousand
 rand) per Class B Pref Share and an aggregate subscription price of
 R11,849,000.00 (eleven million eight hundred and forty nine thousand rand) in
 respect of all the Subscription Shares;
 1.1.24  "Subscription Shares" means 11,849 (eleven thousand eight hundred
 and forty nine) Class B Pref Shares.
 2
 The following rights, privileges and restrictions will attach to the Class B   Pref
 Shares —
 2.1
 The Class B Pref Shares shall confer on each Holder the right to call for
 and receive, after the payment of the preference dividend payable on the Class A Pref
 Shares, but in priority to any dividend on any other class of shares for the time
 being issued by the Company, payment of the Preference Dividend, in proportion
 to the number of Class B Pref Shares held by each Holder at the end of each Dividend
 Period.
 2.2
 The aggregate of the Preference Dividends that become due during each Dividend
 Period, and which shall be declared and paid on the Dividend Date in
 proportion to the holdings of Class B Pref Shares by the Holders, shall be an
 amount equal to the lesser of —
 2.2.1
 the aggregate Crown / ERPM I Blyvoor Class B Pref Dividend that the
 Company received during the relevant Dividend Period; and
 2.2.2
 an amount calculated for the duration of the relevant Dividend Period on the


2.3
    
       a


the Preference Dividend up to (but excluding) the date of redemption, compounded
 monthly in arrears.
 2.6
 The Company shall make provision for the premium payable on the
 redemption of the Class B Pref Shares from its share premium account as contemplated
 in section 76(3)(c) of the Act.
 2.7
 Subject to the further provisions of the Act and the provisions of clauses 2.8 to
 2.10 inclusive, the Company shall redeem the Class B Pref Shares in full at the
 Redemption Amount, on the Redemption Date against either -
 2.7.1
 the surrender to the Company of the certificates in respect of the Class
 B Pref Shares; or
 2.7.2
 if such certificates are lost, receipt of a suitable written indemnity from the
 Holder confirming that the certificates have not been alienated or pledged and
 have been lost or destroyed.
 2.8
 The Company shall have the election, at any time after the Issue Date but before
 the Redemption Date, to call on all or any of the Holders to, without penalty to the
 Company, surrender the share certificates they were issued in respect of all or some
 of their Class B Pref Shares, against payment of a Redemption Amount which is
 consistent with the number of Class B Pref Shares each Holder is called upon to
 surrender, provided that the Company may not call for the surrender of Class B Pref
 Shares in tranches of less than 1,000 (one thousand) Class B Pref Shares at a time.
 2.9
 Notwithstanding anything to the contrary herein contained, all the Class B Pref
 Shares shall become immediately redeemable and shall be redeemed in full at the
 Redemption Amount upon the occurrence of any one or more of the following
 contingent events after the Issue Date, subject to the Holder having given the
 Company written notice that it requires redemption of such Class B Pref Shares -


2.9.1   
  if the Company should fail to declare any Preference Dividend on a


"Change Event"),
  ("Change Notice")
       ("Accelerated
 Redemption Date"),
     ("First Retroactive Date"),
  ("Additional Dividend")


("Second Retroactive Date"),


2.14.3.2
 the Change Notice is served on the Company prior to the expiry of a
 period of 5 (five) years from 1 January of the year immediately following
 the Redemption Date.
 2.15
 The Holders shall be entitled to receive notice of, and to be present at, any general
 meeting of the Company, but shall not (in their capacities as Holders) be entitled
 to vote, either in person, by representation or by proxy, at any such meeting, unless
 any one or more of the following circumstances prevail at the date of the meeting
 2.15.1
 any Preference Dividend remains in arrear and unpaid for a period of 7 (seven) days
 after a Dividend Date; or
 2.15.2
 the Redemption Amount remains in arrear and unpaid for a period of 7 (seven) days
 after the due date for payment thereof; or
 2.15.3
 a resolution of the Company is proposed which directly affects the rights attached
 to the Class B Pref Shares or the interests of the Holders, including without
 limitation a resolution for the winding-up of the Company, for reduction of its
 capital or for the disposal or encumbrance of a greater part of its assets; or
 2.15.4  any one of the events detailed in clause 2.9 has occurred.
 2.16  On a winding-up of the Company or on any repayment of its capital, the Class
 B Pref Share shall rank, in regard to all arrears of Preference Dividends (whether
 declared or not) and the Redemption Amount, calculated to the date of the
 winding-up or repayment, after the Class A Pref Shares but in priority to any other
 shares for the time being issued by the Company.
 2.17
 At every general meeting of the Company at which the Holders are entitled to vote in terms
 of clause 2A5 -
 2.17.1  the provisions of the articles of association of the Company


mutatis mutandis,