SALE OF SHARES AND CLAIMS AGREEMENT
  VILLAGE MAIN REEF LIMITED
 DRDGOLD LIMITED
 BUSINESS VENTURE INVESTMENTS NO 1557 PROPRIETARY LIMITED
  BLYVOORUITZICHT GOLD MINING COMPANY LIMITED


3516495v1Sale of Shares Claims Agreement – Execution (060212) 6 February 2012
  
 TABLE OF CONTENTS
 1
 PARTIES........................................................................................................................ 1
 2
 INTERPRETATION........................................................................................................ 1
 3
 INTRODUCTION......................................................................................................... 15
 4
 PART A CONDITIONS
  PRECEDENT........................................................................ 15
 5
 PART B CONDITIONS
  PRECEDENT........................................................................ 17
 6
 MERGER NOTIFICATION TO COMPETITION
  AUTHORITIES............................... 18
 7
 CONVERSION APPLICATION
  ................................................................................. 19
 8
 SHARE SALE CONSENT
  APPLICATION................................................................ 20
 9
 DUE DILIGENCE INVESTIGATION............................................................................ 21
 10
 PART A SALE ............................................................................................................. 21
 11
 SALE CLAIMS PURCHASE CONSIDERATION
  ...................................................... 21
 12
 PART A CLOSING ...................................................................................................... 21
 13
 AGENT APPOINTMENT ............................................................................................. 24
 14
 PART B IMPLEMENTATION
  ..................................................................................... 25
 15
 CALL OPTION............................................................................................................. 38
 16
 PART B SALE ............................................................................................................. 39
 17
 SALE SHARES PURCHASE
  CONSIDERATION...................................................... 39
 18
 PART B CLOSING ...................................................................................................... 39
 19
 PART A INTERIM PERIOD AND LIAISON ON CONDUCT OF BUSINESS
  ........... 40
 20
 RAND REFINERY SHARES
  ................................................................................... .. ... 43
 21
 WORKING CAPITAL................................................................................................... 44
 22
 SHARE OPTION SCHEME ......................................................................................... 45
 23
 WARRANTIES BY THE SELLER ............................................................................... 46
 24
 INDEMNITIES BY THE SELLER
  .............................................................................. . .. 48
 25
 SELLER'S LIMITATION OF LIABILITY...................................................................... 51
 26
 NO DUPLICATION OF RECOVERY BY THE PURCHASER .................................... 52
 27
 WARRANTIES BY
  VMR......................................................................................... . ..... 52
 28
 INDEMNITIES BY VMR
  ............................................................................................. . .. 53
 29
 VMR LIMITATION OF LIABILITY ............................................................................... 54
 30
 NO DUPLICATION OF RECOVERY BY THE SELLER ............................................. 56
 31
 VMR GUARANTEE
  .................................................................................................. . ... 56
 32
 PURCHASER'S RIGHT TO
  TERMINATE............................................................... . ... 57
 33
 SELLER'S RIGHT TO TERMINATE ........................................................................... 58
 34
 PROTECTION OF
  RIGHTS....................................................................................... . .. 59
 35
 GENERAL WARRANTIES .......................................................................................... 60
 36
 PUBLICITY
  ................................................................................................................ . .. 60
 37
 SUPPORT................................................................................................................. . ... 61
 38
 BREACH................................................................................................................. .. ..... 61
 39
 DISPUTE RESOLUTION............................................................................................. 62
 40
 NOTICES AND DOMICILIA ........................................................................................ 63


41
 BENEFIT OF THE AGREEMENT ............................................................................... 65
 42
 APPLICABLE LAW AND JURISDICTION
  .............................................................. 65
 43
 GENERAL.................................................................................................................... 65
 44
 COSTS........................................................................................................................ 67
 45
 SIGNATURE
  ............................................................................................................... 67
 ANNEXURES
 ANNEXURE"1": COMPANY'S AUDITED ACCOUNTS
 ANNEXURE"2": DISCLOSURE SCHEDULE
 ANNEXURE"3": DOORNFONTEIN AUDITED ACCOUNTS
 ANNEXURE"4": ETF AUDITED ACCOUNTS
 ANNEXURE"5": IMMOVABLE PROPERTY
 ANNEXURE"6": OPERATING BUDGET
 ANNEXURE"7": WARRANTIES
 ANNEXURE"8": WORKING CAPITAL CALCULATION
 ANNEXURE "9": TRANSFER SECRETARY INSTRUCTION
 ANNEXURE "10": VIRTUAL DATA ROOM INDEX


1
   PARTIES
     
        INTERPRETATION
     Adverse Consequences
         AFSA
 Agent Appointment
    Agreement


2
  Audited Accounts
  Auditors
 Board
 Business
  Call Option
 CDH
   Commissioner
  Companies Act
     Company
   Company's Audited Accounts
   1
 Competition Act
 Competition Authorities
    Consideration Shares


3
   Conversion
  Conversion Application
   CPI
       Disclosure Schedule
 2
 Distribution
 in specie
   DMR
  Doornfontein
   Doornfontein Audited Accounts
   3
 DRD Group
   DRD Management Agreement


4
   Due Diligence Investigation
    Environmental Law
               Environmental Trust Fund
   ETF Audited Accounts
   4
 Escrow Agent
   Escrow Agreement


5
  Escrow Shares
  Governmental Body
      IFRS
  Immovable Property
 5
 Independent Auditors
        Intellectual Property


6
                    JSE
    Licence
    Listings Requirements
 Material Adverse Change


7
            Material Business Asset
   Mine
   Mine Management Consulting Agreement
   Mining Titles Office
   Minister
   Merger Notification
  MPRDA
  Net Asset Value


8
  New Order Mining Right
  Old Order Mining Right
   Operating Budget
 6
   Part A Closing
 Part B Closing
 Part A Closing Date
 rd
    Part B Closing Date
 rd
     Part A Conditions Precedent
  Part B Conditions Precedent
  Part A Interim Period
  Part A Sale
 Part B Sale
 Parties
 Preference Shares


9
  Prime Rate
      Purchaser
    Rand Refinery
   Rand Refinery Shares
   Sale
 Sale Claims
 Sale Claims Purchase Consideration
   Sale Equity
 Sale Shares
      Sale Shares Purchase Consideration
   Savuka Transaction Agreements


10
    AngloGold
    Acquired Mining Area
             Seller
   Seller's Designated Account
    Name of Account
  Bank:
  Branch:
  Branch Code:
  Account Number:
  Share Sale Consent
   Share Sale Consent Application
  Shareholder Claim


11
    Signature Date
  Takeover Panel
  Takeover Regulations
  Transfer Secretary
   TTP
   Unencumbered Shares
   VMR Shares
  VMR
   VMR Group
   VMR Warranties
   Warranties 7


12
  Working Capital
 8
 Working Capital Claim
              vice versa
  vice versa
         business hours
   days
    laws


13
  law
  person
    tax
       include including
 include including


14
                        as an expert and not as an arbitrator


15
   this Agreement
     clause clauses annexure
 annexures
  INTRODUCTION
                       PART A CONDITIONS PRECEDENT


16
 
 than the said date and time) to be acceptable to it;
 4.1.2
 by not later than 17h00 on 30 May 2012, the Savuka Transaction Agreements
 have been concluded, to the satisfaction of the Purchaser, acting reasonably;
 and
 4.1.3
 by not later than 30 March 2012, the Escrow Agreement is concluded and
 becomes unconditional save for any condition requiring the conclusion of this
 Agreement and the Part A Conditions Precedent to be fulfilled or waived, as
 the case may be.
 4.2
 The Seller shall use reasonable endeavours to procure the fulfilment of the
 Condition Precedent contained in clause 4.1.2 as soon as reasonably possible
 after the Signature Date and shall, to the extent that such Condition Precedent
 has been fulfilled prior to the expiry of the relevant time period set out in that
 clause, furnish to the Purchaser documents evidencing the fulfilment of such
 Condition Precedent to the Purchaser's satisfaction, acting reasonably.
 4.3
 All Parties shall use their reasonable endeavours and the Parties will co-operate
 in good faith to procure the fulfilment of the Part A Conditions Precedent
 contained in clauses 4.1.1 and 4.1.3 as soon as reasonably possible after the
 Signature Date.
 4.4
 The Part A Conditions Precedent set out in –
 4.4.1
 clause 4.1.2 has been inserted for the benefit of the Purchaser, which will be
 entitled to waive fulfilment of the said Part A Condition Precedent, in whole or
 in part, on written notice to the Seller prior to the expiry of the relevant time
 period set out in that clause;
 4.4.2
 clause 4.1.3 has been inserted for the benefit of the Purchaser and the Seller,
 which will be entitled to waive fulfilment of the said Part A Condition
 Precedent, in whole or in part, by written agreement prior to the expiry of the
 relevant time period set out in that clause; and
 4.4.3
 clause 4.1.1 is not capable of being waived.
 4.5
 Unless all the Part A Conditions Precedent have been fulfilled or waived by not
 later than the relevant dates for fulfilment thereof set out in clause 4.1 (or such
 later date or dates as may be agreed in writing between the Parties before the
 aforesaid date or dates) the provisions of this Agreement, save for clauses 1 to 4,
 clause 6.5, clause 30 and clauses 34 to 45 which will remain of full force and


17
        PART B CONDITIONS PRECEDENT
      nd
       rd


18
        MERGER NOTIFICATION TO COMPETITION AUTHORITIES


19
           CONVERSION APPLICATION
                  Financial Provision
     Environmental Trust Fund Contribution


20
              SHARE SALE CONSENT APPLICATION


21
   DUE DILIGENCE INVESTIGATION
    PART A SALE
            SALE CLAIMS PURCHASE CONSIDERATION
    PART A CLOSING


22
               9
                           st


23
                                    Ceded
 Rights


24
                        AGENT APPOINTMENT
     mutatis mutandis


25
                     PART B IMPLEMENTATION
   Determination Date
                 DRD Prejudicial Act


26
                                   Evergreen Option


27
      Evergreen Option Period
     Interim Period
   Restitution Amount
        Retained Claim
     VMR Advances
     VMR Claims
  VMR Prejudicial Act


28
 
 respect of the Conversion Application within a reasonable time period,
 which request or query by the DMR relates to the content of the plans
 and/or documents submitted together with the Conversion Application by (i)
 VMR and/or the Purchaser prior to the Part A Closing Date or (ii) VMR, the
 Purchaser and/or the Company (at a time when the directors nominated by
 the Purchaser shall constitute a majority of the directors on the Board as
 envisaged in clause 12.2.4.3.1) after the Part A Closing Date;
 14.1.9.2
 failure to respond to a reasonable query or request from the DMR in
 respect of the Share Sale Consent Application within a reasonable time
 period by (i) VMR and/or the Purchaser prior to the Part A Closing Date or
 (ii) VMR, the Purchaser and/or the Company (at a time when the directors
 nominated by the Purchaser shall constitute a majority of the directors on
 the Board as envisaged in clause 12.2.4.3.1) after the Part A Closing Date;
 14.1.9.3
 any wilful or negligent act or omission by (i) any entity in the VMR Group
 prior to the Part A Closing Date or (ii) any entity in the VMR Group or the
 Company after the Part A Closing Date;
 14.1.9.4
 the failure of the Purchaser or VMR to provide such financial provision as
 may be required by the Minister for the Company's environmental
 obligations, to the extent that the Company in unable to provide same, as
 may be necessary for the granting of the Conversion and to the extent
 applicable, the Share Sale Consent, up to the maximum amount  set out in
 clause 7.2 in accordance with the principles set out in clause 7.1;
 14.1.9.5
 material non-compliance by the Company, after the Part A Closing Date
 and at a time when the directors nominated by the Purchaser shall
 constitute a majority of the directors on the Board as envisaged in clause
 12.2.4.3.1, with the provisions of the mine works programme, social and
 labour plan and/or the environmental management plan submitted to the
 DMR as part of the Conversion Application or the Share Sale Consent
 Application, as the case may be;
 14.1.9.6
 any material deviation by VMR and/or the Purchaser from the Conversion
 Application and/or the Share Sale Consent Application; or
 14.1.9.7
 the broad-based black-economic empowerment credentials of the
 Purchaser dropping below the requisite threshold requirements of the
 Broad Based Socio Economic Empowerment Charter for the South African
 Mining and Minerals Industry, as amended or replaced from time to time,


29
    Fulfilment of the Part B Conditions Precedent
                Fulfilment of the Part B Condition Precedent contained in clause 5.1.1 and
 failure of the Part B Condition Precedent contained in clause 5.1.2


30
 
 14.3.1.1.4
 with effect from the Determination Date, VMR and the Purchaser will,
 and hereby do, cede, transfer and make over to the Seller the VMR
 Claims less (i) the amount of the VMR Advances and (ii) the Retained
 Claim, for R1 (one rand), on the basis that the claim retained by the
 VMR Group in respect of the VMR Advances and the Retained Claim
 will (i) be repayable at the discretion of the directors of the Company, (ii)
 not earn interest and (iii) be secured through the registration of a special
 notarial bond over the assets of the Company, or
 14.3.1.2
 not to terminate the Agent Appointment, or fails to make an election then -
 14.3.1.2.1
 the Seller and the Purchaser shall, within 10 (ten) business days after
 the Determination Date, instruct the Escrow Agent to release the
 dividends in respect of the Escrow Shares to the Seller in accordance
 with the provisions of the Escrow Agreement but the Escrow Shares
 shall remain under the control of the Escrow Agent in accordance with
 the provisions of the Escrow Agreement; and
 14.3.1.2.2
 the Agent Appointment will remain in force, in accordance with its terms;
 and
 14.3.1.2.3
 it is recorded that the Part B Sale will not be implemented but the Seller
 will and hereby does irrevocably grant to the Purchaser the Evergreen
 Call Option; or
 14.3.2
 as a consequence of a DRD Prejudicial Act, then the Purchaser shall have the
 right to exercise the Call Option in accordance with the provisions of
 clause 15.3 within 7 (seven) business days after the Determination Date. If the
 Purchaser –
 14.3.2.1
 does not exercise the Call Option, then -
 14.3.2.1.1
 the Seller and the Purchaser shall, within 10 (ten) business days after
 the Determination Date, instruct the Escrow Agent to release the
 dividends in respect of the Escrow Shares to the Seller in accordance
 with the provisions of the Escrow Agreement but the Escrow Shares
 shall remain under the control of the Escrow Agent in accordance with
 the provisions of the Escrow Agreement; and
 14.3.2.1.2
 the Agent Appointment will remain in force, in accordance with its terms;
 and


31
 
 14.3.2.1.3
 it is recorded that the Part B Sale will not be implemented but the Seller
 will and hereby does irrevocably grant to the Purchaser the Evergreen
 Call Option; or
 14.3.2.2
 exercises the Call Option, then -
 14.3.2.2.1
 within 10 (ten) business days after the Determination Date, the Seller
 and the Purchaser will instruct the Escrow Agent to release the Escrow
 Shares together with the dividends in respect thereof to the Purchaser in
 accordance with the provisions of the Escrow Agreement; and
 14.3.2.2.2
 the Purchaser will and hereby does cede the Ceded Rights back to the
 Seller with effect from the Determination Date; and
 14.3.2.2.3
 the Agent Appointment shall terminate on the Determination Date; and
 14.3.2.2.4
 it is recorded that the Part B Sale will not be implemented; and
 14.3.2.2.5
 with effect from the Determination Date, VMR and the Purchaser will,
 and hereby do, cede, transfer and make over to the Seller the VMR
 Claims less (i) the amount of the VMR Advances and (ii) the Retained
 Claim, for R1 (one rand), on the basis that the claim retained by the
 VMR Group in respect of the VMR Advances and the Retained Claim
 will be (i) be repayable on demand, (ii) earn interest at the Prime Rate
 plus 200 (two hundred) basis points and (iii) be secured through the
 registration of a special notarial bond over the assets of the Company; or
 14.3.3
 other than as a consequence of a VMR Prejudicial Act or a DRD Prejudicial
 Act, then the Purchaser shall have the right to exercise the Call Option in
 accordance with the provisions of clause 15.3 within 7 (seven) business days
 after the Determination Date.  If the Purchaser –
 14.3.3.1
 does not exercise the Call Option, then -
 14.3.3.1.1
 the Purchaser shall have the further right to elect whether or not to
 terminate the Agent Appointment  within 7 (seven) business days after
 the Determination Date.  If the Purchaser elects -
 14.3.3.1.1.1
 to terminate the Agent Appointment, then -
 14.3.3.1.1.1.1
 within 10 (ten) business days after the Determination Date, the
 Seller and VMR will instruct the Escrow Agent to release the


32
 
 Escrow Shares together with the dividends in respect thereof to
 the Seller in accordance with the provisions of the Escrow
 Agreement; and
 14.3.3.1.1.1.2
 the Agent Appointment shall terminate on the Determination Date;
 and
 14.3.3.1.1.1.3
 it is recorded that the Part B Sale will not be implemented; and
 14.3.3.1.1.1.4
 with effect from the Determination Date, VMR and the Purchaser
 will, and hereby do, cede, transfer and make over to the Seller the
 VMR Claims less (i) the amount of the VMR Advances and (ii) the
 Retained Claim, for R1 (one rand), on the basis that the claim
 retained by the VMR Group in respect of the VMR Advances and
 the Retained Claim will (i) be repayable on demand, (ii) earn
 interest at the Prime Rate plus 200 (two hundred) basis points and
 (iii) be secured through the registration of a special notarial bond
 over the assets of the Company; or
 14.3.3.1.2
 not to terminate the Agent Appointment, or fails to make an election,
 then -
 14.3.3.1.2.1
 the Seller and the Purchaser shall, within 10 (ten) business days after
 the Determination Date, instruct the Escrow Agent to release the
 dividends in respect of the Escrow Shares to the Seller in accordance
 with the provisions of the Escrow Agreement but the Escrow Shares
 shall remain under the control of the Escrow Agent in accordance
 with the provisions of the Escrow Agreement; and
 14.3.3.1.2.2
 the Agent Appointment will remain in force, in accordance with its
 terms; and
 14.3.3.1.2.3
 it is recorded that the Part B Sale will not be implemented but the
 Seller will and hereby does irrevocably grant to the Purchaser the
 Evergreen Call Option; or
 14.3.3.2
 exercises the Call Option, then -
 14.3.3.2.1
 within 10 (ten) business days after the Determination Date, the Seller
 and the Purchaser will instruct the Escrow Agent to release the Escrow
 Shares together with the dividends in respect thereof to the Purchaser in
 accordance with the provisions of the Escrow Agreement; and


33
                   Part B Condition Precedent contained in clause 5.1.1 not fulfilled


34
 
 after the Determination Date. If the Purchaser -
 14.4.2.1
 exercises the Call Option, then -
 14.4.2.1.1
 the Seller and the Purchaser shall, within 10 (ten) business days after
 the Determination Date, instruct the Escrow Agent to release the Escrow
 Shares together with the dividends in respect thereof to the Purchaser in
 accordance with the provisions of the Escrow Agreement; and
 14.4.2.1.2
 the Purchaser will and hereby does cede the Ceded Rights back to the
 Seller with effect from the Determination Date; and
 14.4.2.1.3
 the Agent Appointment shall terminate on the Determination Date; and
 14.4.2.1.4
 it is recorded that the Part B Sale will not be implemented; and
 14.4.2.1.5
 with effect from the Determination Date, VMR and the Purchaser will,
 and hereby do, cede, transfer and make over to the Seller the VMR
 Claims less (i) the amount of the VMR Advances and (ii) the Retained
 Claim, for R1 (one rand), on the basis that the claim retained by the
 VMR Group in respect of the VMR Advances and the Retained Claim
 will (i) be repayable on demand, (ii) earn interest at the Prime Rate plus
 200 (two hundred) basis points and (iii) be secured through the
 registration of a special notarial bond over the assets of the Company; or
 14.4.2.2
 does not exercise the Call Option, then -
 14.4.2.2.1
 the Part B Conditions Precedent shall be deemed to be waived by the
 Purchaser; and
 14.4.2.2.2
 the Call Option shall immediately lapse and the Seller and the Purchaser
 shall, on the Part B Closing Date, instruct the Escrow Agent to release
 the Escrow Shares together with the dividends in respect thereof to the
 Seller in accordance with the provisions of the Escrow Agreement; and
 14.4.2.2.3
 notwithstanding the provisions of the DRD Management Agreement, the
 Agent Appointment shall terminate and the DRD Management
 Agreement shall be ceded to the Purchaser with effect from the Part B
 Closing Date; and
 14.4.2.2.4
 the Part B Sale will be implemented in accordance with the provisions of
 clauses 16, 17 and 18 on the Part B Closing Date; or


35
 
 14.4.3
 as a consequence of a DRD Prejudicial Act, then the Purchaser shall have the
 right to exercise the Call Option in accordance with the provisions of
 clause 15.3 within 7 (seven) business days after the Determination Date. If the
 Purchaser –
 14.4.3.1
 does not exercise the Call Option, then -
 14.4.3.1.1
 the Seller and the Purchaser shall, within 10 (ten) business days after
 the Determination Date, instruct the Escrow Agent to release the
 dividends in respect of the Escrow Shares to the Seller in accordance
 with the provisions of the Escrow Agreement but the Escrow Shares
 shall remain under the control of the Escrow Agent in accordance with
 the provisions of the Escrow Agreement; and
 14.4.3.1.2
 the Agent Appointment will remain in force, in accordance with its terms;
 and
 14.4.3.1.3
 it is recorded that the Part B Sale will not be implemented but the Seller
 will and hereby does irrevocably grant to the Purchaser the Evergreen
 Call Option; or
 14.4.3.2
 exercises the Call Option, then -
 14.4.3.2.1
 within 10 (ten) business days after the Determination Date, the Seller
 and the Purchaser will instruct the Escrow Agent to release the Escrow
 Shares together with the dividends in respect thereof to the Purchaser in
 accordance with the provisions of the Escrow Agreement; and
 14.4.3.2.2
 the Purchaser will and hereby does cede the Ceded Rights back to the
 Seller with effect from the Determination Date; and
 14.4.3.2.3
 the Agent Appointment shall terminate on the Determination Date; and
 14.4.3.2.4
 it is recorded that the Part B Sale will not be implemented; and
 14.4.3.2.5
 with effect from the Determination Date, VMR and the Purchaser will,
 and hereby do, cede, transfer and make over to the Seller the VMR
 Claims less (i) the amount of the VMR Advances and (ii) the Retained
 Claim, for R1 (one rand), on the basis that the claim retained by the
 VMR Group in respect of the VMR Advances and the Retained Claim
 will (i) be repayable on demand, (ii) earn interest at the Prime Rate plus
 200 (two hundred) basis points and (iii) will be secured through the


36
    Interim Period Provisions


37
 
 14.5.7
 with effect from the Determination Date, VMR and the Purchaser will and
 hereby do, cede, transfer and make over to the Seller such amount of the
 VMR Claim as may be equal to the Restitution Amount; and
 14.5.8
 to the extent that the VMR Claims are less than the Restitution Amount, within
 10 (ten) business days after the Determination Date, VMR shall pay to the
 Seller an amount equal to such difference into the Seller's Designated Account
 free of any deductions or set-off whatsoever; and
 14.5.9
 the VMR Group will be entitled to retain the balance of the VMR Claims (after
 deduction of the Restitution Amount), if any, on the basis that such retained
 VMR Claims will (i) be repayable on demand, (ii) earn interest at the Prime
 Rate plus 200 (two hundred) basis points and (iii) be secured through the
 registration of a special notarial bond over the assets of the Company.
 14.6
 In the event of there being any dispute or difference between the Parties
 regarding whether a Part B Condition Precedent was not fulfilled as a
 consequence of a VMR Prejudicial Act, a DRD Prejudicial Act or other than as a
 consequence of a VMR Prejudicial Act or a DRD Prejudicial Act as envisaged in
 this clause 14, the said dispute or difference shall on written demand by any
 Party be submitted to expert determination in Johannesburg by an independent
 senior advocate with at least 10 (ten) years' experience in the mining field, as
 agreed upon by the Parties, who shall act as an expert and not as an arbitrator.
 14.7
 Failing agreement by the Parties on the identity of the expert within 10 (ten)
 business days of the demand for arbitration, then any Party shall be entitled to
 forthwith call upon the chairperson of the Johannesburg Bar Council, provided
 that the person so nominated shall have the qualifications set out in clause 14.6.
 The person so nominated shall be the duly appointed expert in respect of the
 dispute.
 14.8
 In the event that the expert determines that a Part B Condition Precedent was not
 fulfilled as a consequence of a VMR Prejudicial Act and a DRD Prejudicial Act
 (i.e. he apportions fault), then it shall be deemed that neither a VMR Prejudicial
 Act nor a DRD Prejudicial Act shall have occurred.
 14.9
 The Seller undertakes that, to the extent that the Purchaser makes an election in
 terms of clause 14.3.1.1, 14.3.2.2, 14.3.3.1.1.1, 14.3.3.2, 14.4.2.1 or 14.4.3.2 or
 in the circumstances contemplated in clause 14.5 and a special notarial bond has
 not yet been registered over the assets of the Company,  the Seller shall not vote
 in favour of any resolution to wind-up, deregister, or liquidate the Company or


38
     CALL OPTION
      Call Option Price
 Call Option
                   Call Notice


39
                        PART B SALE
            SALE SHARES PURCHASE CONSIDERATION
   PART B CLOSING


40
                           PART A INTERIM PERIOD AND LIAISON ON CONDUCT OF BUSINESS


41
 
 19.1.5
 enter into any agreement or arrangement or permit any action whereby any
 other company becomes its subsidiary;
 19.1.6
 enter into any transaction other than on arms'-length terms and for full and
 proper consideration;
 19.1.7
 save for concluding the Savuka Transaction Agreements, acquire or enter into
 any agreement to acquire (whether by one transaction or a series of
 transactions) the whole or a substantial or material part of the business,
 undertaking or assets of any other persons;
 19.1.8
 dispose of or enter into any agreement to dispose of (whether by one
 transaction or by a series of transactions) any asset or any part of the
 Business;
 19.1.9
 incur or agree to incur any capital expenditure other than in the normal and
 ordinary course of business;
 19.1.10
 take or agree to take any loans, borrowings or other forms of funding or
 financial facilities or assistance, or enter into or agree to enter into any foreign
 exchange transactions (which are not in the normal and ordinary course of
 business), guarantees or other similar agreements;
 19.1.11
 grant or agree to grant any loans or other financial facilities or assistance to or
 any guarantees or indemnities for the benefit of any person or create any
 mortgage, charge or other encumbrance over the whole or any part of its
 undertakings or assets;
 19.1.12
 enter into or agree to enter into any joint venture, partnership or agreement or
 other venture for the sharing of profits or assets;
 19.1.13
 enter into or agree to enter into any death, retirement, profit-sharing, bonus,
 share option, share incentive or other scheme for the benefit of any of its
 employees or make any variation (including, but without limitation, any
 increase in the rates of contribution) to any such existing scheme or effect any
 keyman insurance;
 19.1.14
 commence, compromise or discontinue any legal, administrative, regulatory or
 arbitration proceedings (other than routine debt collection);
 19.1.15
 repay or prepay any loans of whatsoever nature and amount, any borrowings
 or any other financial facility or assistance made available to it (excluding


42
 
 amounts payable in the normal and ordinary course of business), provided
 that the Company shall be entitled to repay the Sale Claims, in the normal and
 ordinary course of its business until 1 February 2012, after which date the
 Company shall not make any repayments in respect of the Sale Claims, save
 for a repayment by the Company in terms of clause 21.3.1;
 19.1.16
 subject to clause 22, terminate the employment or office of any of its senior
 employees or appoint any new director, officer or senior employee or
 consultant or materially alter the terms of employment or engagement of any
 of the employees (whether senior or junior), consultants, directors or officers
 including increasing employees' or directors' compensation or benefits, except
 in the normal and ordinary course of business and consistent with past
 practices, provided that, for the purposes of this clause 19.1.16, a "senior
 employee" is one whose total remuneration package on a cost to company
 basis exceeds R600,000 (six hundred thousand rand) per annum;
 19.1.17
 make or agree to any amendment, variation, deletion, addition, renewal or
 extension to or of, terminate or give any notice or intimation of termination of
 or breach or fail to comply with the terms of any material contract;
 19.1.18
 make any changes to its accounting policies and procedures; or
 19.1.19
 subject to clause 19.1.15, declare or pay any dividends or make any other
 distribution, other than a dividend on the Preference Shares to the extent that
 a repayment of an amount of the Sale Claims triggers a dividend in respect of
 the Preference Shares.
 19.2
 The Seller and the Company shall, during the Part A Interim Period –
 19.2.1
 keep the Purchaser appraised of all and any material decisions which the
 Company intends to make in respect of the Business, it being specifically
 recorded and agreed that nothing in this clause 19 shall entitle the Purchaser
 to determine and/or materially to influence any such material decision or to
 manage and/or control the Company in any way before the Part A Closing
 Date;
 19.2.2
 permit representatives of the Purchaser to have full access at all reasonable
 times, and in a manner so as not unreasonably to interfere with the normal
 business operations of the Company, to all premises, properties, personnel,
 books, records (including tax records), contracts, and documents of or
 pertaining to the Company and/or the Business;


43
    Business Assets
                    RAND REFINERY SHARES
    Moratorium Period


44
             WORKING CAPITAL
        Khumo
 DRDSA Trust
            8
   Positive Working Capital Amount
  Cash on Hand
   Rand Refinery Proceeds


45
            Working Capital Deficit
                   SHARE OPTION SCHEME
  Options
 Participants
  the Scheme
    Outstanding Options


46
           Cash Settlement Amount
                 WARRANTIES BY THE SELLER
    7


47
      7
             7
              10


48
  7
      INDEMNITIES BY THE SELLER


49
          Third Party Claim


50
 
 to be detrimental to the continuing business of the Company.
 24.5
 The Seller shall conduct the defence of the Third Party Claim actively and
 diligently and shall –
 24.5.1
 afford the Purchaser and the Company a reasonable opportunity to be present
 at and to participate in all discussions and meetings which are held by the
 Seller or by any counsel, attorney or third party (acting on behalf of the Seller)
 in connection with such defence;
 24.5.2
 without unreasonable delay, and from time to time, provide the Purchaser with
 the same information which the Seller has in its possession or under its
 control, the intention being that the Purchaser should be as well informed, at
 all times, as the Seller is informed; and
 24.5.3
 permit the Purchaser to express its views and opinions from time to time in
 regard to the defence of a Third Party Claim.
 24.6
 For so long as the Seller is conducting the defence of the Third Party Claim –
 24.6.1
 the Purchaser and the Company will render reasonable assistance to the
 Seller (at the expense of the Seller) in regard to the proceedings;
 24.6.2
 the Company will not consent to the entry of any judgment or enter into any
 settlement with respect to the Third Party Claim without the prior written
 consent of the Seller (which consent shall not be unreasonably withheld); and
 24.6.3
 the Seller will not consent to the entry of any judgment or enter into any
 settlement with respect to the Third Party Claim without the prior written
 consent of the Purchaser (which consent shall not be unreasonably withheld).
 24.7
 However, if the Seller fails to comply with the requirements referred to in clause
 24.4 and the Purchaser has given the Seller 7 (seven) business days' notice
 to comply with the requirements set out in clause 24.4 and the Seller has failed to
 comply with such notice within the 7 (seven) day period  –
 24.7.1
 the Company may defend against, and consent to the entry of any judgment or
 enter into any settlement with respect to, the Third Party Claim in any manner
 it may consider appropriate (and neither the Purchaser nor the Company need
 consult with, or obtain any consent from, the Seller in connection therewith);
 24.7.2
 the Seller shall reimburse the Company promptly and periodically for the costs


51
                SELLER'S LIMITATION OF LIABILITY


52
         NO DUPLICATION OF RECOVERY BY THE PURCHASER
           WARRANTIES BY VMR


53
                         pari passu
       INDEMNITIES BY VMR


54
                                   VMR LIMITATION OF LIABILITY


55
 
 waived in accordance with clause 4, as the case may be;
 29.1.2
 for any loss of profit or any other indirect, special or consequential loss;
 29.1.3
 which are less than R10,000,000 (ten million rand) in aggregate, provided that
 (i) such individual claims or losses which are less than R200,000 (two hundred
 thousand rand) shall not be taken into account in calculating the said amount
 and (ii) when such aggregate or individual claims or losses (which are equal to
 or exceed R200,000 (two hundred thousand rand)) exceed the said amount,
 the Seller shall, subject to clause 29.1.4 and clause 29.1.4, be liable for the full
 amount of such claim/s and/or loss and/or liabilities and not only for the
 amount in excess of the said amount;
 29.1.4
 if the Seller has not issued summons against VMR and/or the Purchaser for
 recovery of such claims, losses or liabilities or made a demand for arbitration
 in regard thereto in terms of clause 39.1 by a date which is 18 (eighteen)
 months after the Part A Closing Date, provided that if the Seller has, before
 such date, given written notice in respect of any claim which it may have to
 VMR and/or the Purchaser and has within 180 (one hundred and eighty) days
 after such date issued summons or commenced arbitration proceedings for
 the recovery thereof, the VMR Warranties and indemnities given in respect of
 such notified matter shall survive as long as may be necessary to permit the
 final resolution of such matter; or
 29.1.5
 which in aggregate exceed R40,000,000 (forty million rand) on the basis that
 the aggregate amount recoverable from VMR and/or the Purchaser, inclusive
 of interest and costs, from whatever cause arising, shall be limited to the
 aforesaid amount, provided that in respect of a VMR Warranty, the aforesaid
 R40,000,000 (forty million rand) amount will be increased to the value of the
 Consideration Shares determined by reference to the volume weighted
 average traded price on the JSE for the 30 (thirty) day period immediately
 preceding the earlier of (i) the date on which the Seller issues summons or (ii)
 gives written notice to VMR and/or the Purchaser of the claim as envisaged in
 clause 29.1.4.
 29.2
 Notwithstanding anything to the contrary herein contained, the limitation of
 liability envisaged in this clause 29 shall not in any way limit of restrict the Seller's
 right to claim –
 29.2.1
 specific performance in order to enforce any of the Purchaser's and/or VMR's
 obligations in terms of this Agreement; and/or


56
          NO DUPLICATION OF RECOVERY BY THE SELLER
           VMR GUARANTEE
       Guaranteed Obligations
      the Guarantee


57
                 PURCHASER'S RIGHT TO TERMINATE


58
                            SELLER'S RIGHT TO TERMINATE


59
                      PROTECTION OF RIGHTS
                     mutatis mutandis


60
   GENERAL WARRANTIES
                              PUBLICITY


61
             SUPPORT
       BREACH
   Defaulting Party
  Notice Period
 Aggrieved Party


62
                    DISPUTE RESOLUTION


63
                     NOTICES AND DOMICILIA
  domicilia citandi et executandi
       Name
 Physical Address
 Telefax
      st
     Email
 
      Marked for the attention of: the Chief Executive Officer
   Name
 Physical Address
 Telefax
         Email
           Marked for the attention of: Niël Pretorius


64
  Name
 Physical Address
 Telefax
      st
       
           Name
 Physical Address
 Telefax
      Email
                 domicilium


65
   BENEFIT OF THE AGREEMENT
    APPLICABLE LAW AND JURISDICTION
         GENERAL
  Whole Agreement
                Variations to be in Writing
     No Indulgences


66
              No Waiver or Suspension of Rights
      Provisions Severable
      pro non
 scripto
     Continuing Effectiveness of Certain Provisions
       No Assignment


67
       Exclusion of Electronic Signature
     COSTS
     SIGNATURE


68
    For and on behalf of VILLAGE MAIN REEF LIMITED
 /s/ P M Saaiman Name: PM Saaiman Capacity: Director Who warrants that his /her authority hereto
     DRDGOLD LIMITED
 /s/ D J Pretorius  Name: D J Pretorius Capacity: Director Who warrants that his /her authority hereto
     For and on behalf of BUSINESS VENTURE INVESTMENTS NO 1557 PROPRIETARY LIMITED
 /s/ P M Saaiman Name: PM Saaiman Capacity: Director Who warrants that his /her authority hereto
  For and on behalf of BLYVOORUITZICHT GOLD MINING COMPANY LIMITED
  /s/ T J Gwebu Name: TJ Gwebu  Capacity: Director Who warrants that his /her authority hereto


ANNEXURE 1
 
 COMPANY'S AUDITED ACCOUNTS


ANNEXURE 2
 
 DISCLOSURE SCHEDULE
 The Seller makes the disclosures set out in this Annexure "2" to the Purchaser in terms of the Agreement to which this Annexure is attached and with
 reference to the warranties as set out in Annexure "7" to the Agreement.
 Warranties concerning the status and shares of the Company
 Disclosure:
 Warranties relating to the Sale Shares
 Disclosure:
 Warranties relating to the Sale Claims
 Disclosure:
 Warranties relating to Doornfontein
 Disclosure: Refer to disclosures relating to litigation below.
 Warranties relating to the books and records of the Company
 Disclosure: The Company's Memorandum of Incorporation has not been amended so as to bring it in line with the Companies Act


2
  Warranties relating to the business activities of the Company
  Warranties relating to the assets and liabilities of the Company
   Warranties relating to intellectual property
  Warranties relating to the contracts of the Company
  Warranties relating to tax
  Warranties in respect of the immovable property
  Warranties relating to employees of the Company


3
   Warranties relating to the Audited Accounts
  Warranties relating to disclosures made to the Purchaser
  Warranties relating to Mining Rights
  Warranties concerning litigation
                                       
   
  declaring the agreement invalid


4
              Duffuel (Pty) Ltd & others
 damages for alleged environmental degradation
     alleged  incorrect  amount  of retrenchment package
      joined by adjudicator to a pension fund dispute with Mineworkers Provident Fund
 unknown at this stage
           Merafong Municipality
  order not to increase tariff


ANNEXURE 3
 
 DOORNFONTEIN AUDITED ACCOUNTS


ANNEXURE 4
 
 ETF AUDITED ACCOUNTS


ANNEXURE 5
 
 IMMOVABLE PROPERTY
 Farm Portion
 Extent
 Owner
 Blyvooruitzicht 116 IQ
 R/E Portion 1
 500.4945  
  Ha             
  Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 R/E Portion 2
 199.8575  
  Ha             
  Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 R/E Portion 10
 318.9499  
  Ha             
  Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 R/E Portion 15
 127.974  
  Ha
 Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 Portion 18
 37.6925  
  Ha
 Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 23
 4.2827  
  Ha
 Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 Portion 26
 51.4629  
  Ha
 Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 R/E Portion 27
 68.7905  
  Ha
 Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 Portion 51
 79.29  
  Ha
 Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 Portion 66
 385.4701  
  Ha             
  Blyvooruitzicht
 Blyvooruitzicht 116 IQ
 R/E Portion 70
 487.2125  
  Ha             
  Blyvooruitzicht
 Doornfontein 118 IQ
 Portion 17
 8.5653  
  Ha
 Blyvooruitzicht
 Doornfontein 118 IQ
 Portion 18
 6.424  
  Ha
 Blyvooruitzicht
 Doornfontein 118 IQ
 Portion 19
 4.2827  
  Ha
 Blyvooruitzicht
 Doornfontein 118 IQ
 Portion 20
 6.424  
  Ha
 Blyvooruitzicht
 Doornfontein 118 IQ
 Portion 21
 17.1306  
  Ha
 Blyvooruitzicht
 Doornfontein 118 IQ
 R/E Portion 24
 457.8333  
  Ha             
  Blyvooruitzicht
 Varkenslaagte 119 IQ
 Portion 6
 453.2896  
  Ha             
  Blyvooruitzicht
 Varkenslaagte 119 IQ
 Portion 24
 975.8591  
  Ha             
  Blyvooruitzicht
 Varkenslaagte 119 IQ
 Portion 25
 72.1587  
  Ha
 Blyvooruitzicht
 Varkenslaagte 119 IQ
 Portion 26
 99.3372  
  Ha
 Blyvooruitzicht
 Varkenslaagte 119 IQ
 Portion 27
 89.9359  
  Ha
 Blyvooruitzicht
 Varkenslaagte 119 IQ
 Portion 28
 122.4361  
  Ha             
  Blyvooruitzicht


ANNEXURE"6"
 
 OPERATING BUDGET
 FORECAST
 BUDGETS 2011 -2012
 YTD Dec
 2012  Jan-12
 Feb-12
 Mar-12
 Apr-12
 May-12
 Jun-12  TOTAL
 PRODUCTION STATISTICS
                     375,006
 61,000
 63,000
 63,000
 61,000
 63,000
 63,000
    
   1387.89  225.70  233.10  233.10  225.70  233.10
 233.10
                        
 
 
 
 240,000
 210,000
 190,000
          323.69
 51.60
 51.60
 55.70
 55.70
 51.20
 45.40
                                136,191
 34,000
 
 
 
 
 
  
 
 
                113.33
 20.00


2
 
 FINANCIALS R'000
                               548,409
 90,214
 91,670
 91,670
 94,420
 94,420
 106,420
  Cash Profit
 
 30,468
 3,903
 5,533
 5,533
 -303
 2,783
 -9,217
 38,699
                       38,122
 6,769
 6,924
 7,003
 7,220
 6,961
 7,109
  Cash Profit
 
 96,886
 14,748
 14,593
 16,224
 16,007
 14,389
 11,823
 184,670
                       24,540
 5,668
 
 
 
 
 
  Cash Profit
 
 22,730
 2,672
 -
 -
 -
 -
 -
 25,402
 TOTAL MINE
                              Cash Profit
 
 150,085
 21,323
 20,126
 21,756
 15,704
 17,172
 2,605
 248,771
 NON CASH COST
            (13) 77
 77
 94
 77
 77
 77
    1,702
 319
 304
 304
 311
 315
 304
    509
 475
 475
 475
 475
 475
 475
    9,362
 1,526
 1,526
 1,526
 1,526
 1,526
 1,526
    5,509
 
 
 
 
 
 
  Total Non Cash Costs
 
 17,069
 2,397
 2,382
 2,398
 2,390
 2,393
 2,382
 31,411


3
 
 Working Profit/(Loss)
  
    49,780  11,111  8,963  8,893  8,402  8,224    8,043
            Profit/(Loss) after Capex
 
 83,236
 7,815
 8,781
 10,465
 4,912
 6,556
 -7,820
 113,944
 INDICATORS
            417,092
 417,000
 417,000
 417,000
 417,000
 417,000
 417,000
 417,047
           Production Costs
           
   
  
    
      
      
   
    
              
           Progressive
 Profit
 R'000  83,236  91,051  99,832  110,297  115,209  121,764  113,944
                         -22,292


ANNEXURE"7"
  WARRANTIES
 7
 7
     WARRANTIES CONCERNING THE STATUS AND SHARES OF THE COMPANY
             pari
 passu
     WARRANTIES RELATING TO THE SALE SHARES


2
            WARRANTIES RELATING TO THE SALE CLAIMS
              WARRANTIES RELATING TO DOORNFONTEIN
    pari passu
  Doornfontein Sale Shares
         WARRANTIES RELATING TO THE BOOKS AND RECORDS OF THE COMPANY


3
                            WARRANTIES RELATING TO THE BUSINESS ACTIVITIES OF THE COMPANY


4
             WARRANTIES RELATING TO THE ASSETS AND LIABILITIES OF THE
 COMPANY


5


6
   WARRANTIES RELATING TO INTELLECTUAL PROPERTY


7
          WARRANTIES RELATING TO THE CONTRACTS OF THE COMPANY


8
              WARRANTIES RELATING TO TAX
    Revenue
 Authority


9
                     WARRANTIES IN RESPECT OF THE IMMOVABLE PROPERTY


10
                         WARRANTIES RELATING TO THE AUDITED ACCOUNTS


11
               WARRANTIES RELATING TO DISCLOSURES MADE TO THE PURCHASER
       MINING RIGHTS


12


13


ANNEXURE"8"
 
 WORKING CAPITAL CALCULATION
 The Working Capital as at 1 February 2012 shall be calculated in accordance with the following table, which, for illustrative purposes sets out the actual figures as at 31 December 2011:
 Description
 As at
 31 December 2011
 Rands
 Add:
 Inventories - Stores
          
 Less:
      Working capital surplus/(deficit)


ANNEXURE"9"
  TRANSFER SECRETARY INSTRUCTION
    INSTRUCTION TO ISSUE VMR SHARES
  inter alia
 Village DRD Sale
 Agreement
     Village Shares [insert Part A Closing Date]
     [insert Part A Closing
 Date]
   
    Details  CSDP
 Broker


2
     [insert]
 [insert]
 [insert]
 [insert]
   VILLAGE MAIN REEF LIMITED
    [insert Part A Closing
 Date]
   LINK MARKET SERVICES SOUTH AFRICA (PROPRIETARY) LIMITED


ANNEXURE 10
  
 VIRTUAL DATA ROOM INDEX
 1.   
  Financial
 Blyvoor all inclusive at end Sept 2011
 Blyvoor Annual Financial Statements 2010
 Blyvoor Audit Pack 2011
 BR Budget Format
 Budget 2011-2012
 Business Review Format Dec 2009
 Business Review Format Dec 2010
 Business Review Format June 2010
 Business Review Format June 2011
 Business Review Format Mar 2010
 Business Review Format Mar 2011
 Business Review Format Sep 2009
 Business Review Format Sep 2010
 Copy of Business Review Format Sep 2011
 Employee database as at July 2011
 HO Loan Account 18 months
 Internal Audit reports summary Blyvoor 2009 to 2011
 List of bonus schemes
 Top 25 supplier contracts
 Doornfontein Annual Financial Statements 2010
 Blyvoor Rehab Trust AFS 2011 – signed
 Blyvoor Annual Financial Statements 2011 – signed
 Doornfontein Annual Financial Statements 2011 – signed
 Budget presentation 5 July 2011 DRDGold – Approved
 MB Budget Cost Split Revised costs 5 July 2011
 2.   
  Tax
 2010 Tax return and details of Trust Fund
 Revised IT34 Assessment 2007
 Revised IT34 Assessment 2008
 Revised IT34 Assessment 2009
 Revised IT34 Assessment 2010
 3.   
  Legal
 Terms of appointment - business rescue practitioner
 Blyvoor share certificates
 Addendum to Corp Services Agreement
 Corporate Services Agreement


2
                       4.    Operational
          5.    Environmental


3
        6.    Health & Safety
   7.    Controls
  8.    Section Plans


4
                   9.    Files to VMR 2011
      10.  New info 2012
    th