1
               Recordals
 Chizim  has  secured  certain  mining  leases,  depicted  in  schedule  "A", hereto  (hereinafter  referred  to  as the  "Leases")  in  the  district  of  the Zimbabwean town of Norton, and has full legal title  and  capacity to deal  with  the  Leases,  and  in  terms  of  which  gold  and  mineral deposits encountered in the Lease area may be mined for its exclusive benefit,  subject to such  regulatory  conditions  and taxes  and  royalties as may apply from time to time.


Chizim  has  unencumbered  access  onto  the  freehold  where  the Leases  occur,  and  is  not  prohibited  to  establish  workings, accommodation and all such installations and
  1.3
 .
 
  terms  provided  for  in  this  agreement,  and  for  the  consideration provided for herein.
   the management expertise, funding, business infrastructure, equipment and such further contributions as are provided for herein.
  Establishment of JV Company
  in  the  Republic  of  Zimbabwe,  for  the  purpose  and  on  the  terms provided  for  in  this  agreement,  as  amplified  by  the  Definitive  and Ancillary  Agreement,  for  the  purposes  of  exploring  and  mining  the gold  and  minerals  on  the shareholder  of  the  JV  Company  (the  "Members"),  in  proportion  to their equity holdings in the JV (the "JV Project").
 2.2.
 Pending  the  registration  of  the  JV,  the  Management  of  the  JV  shall receive  the  assets  of  the  JV  in  trust  and  manage  it  on  behalf  of  the members  of  the  JV  in  accordance  with  the  commercial  objects  of  the cause their respective contribution to be transferred toward the capital of the JV.
 2.3.
 Either may wish to hold its interest in the JV through a registered
  Special Purpose Vehicle and Chizim  or  its  nominee  and  DRD  or  its  nominee,  each  holding  50%.
  Neither party shall make use of the nominee provisions to avoid any
  obligation


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  DRD  records  that  it  has  no  objection  to  Chizim  transferring  a portion of its equity to,
   
  
 Contribution
  Chizim shall make the following contribution toward the establishment of the JV:
 
 
  which  shall  be  refunded  by  the  JV,  for  the  establishment  and operation of the JV Project;
  
 and  will  second  an  administrative  executive  to  the  JV,  at  a reasonable, market related fee;
 3.1.3  It  shall  provide  company  secretarial  support  to  the  JV  at  a
  3.1.4  I t  shall  transfer  right  and  title  of  the  Leases  to  the  JV,  for  the
  3.1.5  It  shall  undertake  not  to  compete  with  or  circumvent  the  JV  or
      DRD shall make the following contribution toward the establishment of the JV.
  
 
 engineering executive  at a  reasonable market related fee to manage the day to day operations;


JV  or  Chizim  in  the  business  of  the  JV  within  the  Republic  of Zimbabwe.
   Funding
 
  The  payment  consideration  of  the  Leases  shall  be  U$30  per JORC compliant resource gold ounce, recognised as follows:
 
  An  initial  amount  of  U$4,  5  million  shall,  pending  the valuation  of  the  gold  resource  credited  to  the  Loan Account of Chizim;
   shall  be  adjusted  either  downward,  or  upward,
  depending  on  the  number  of  JORC  compliant  gold
  A  Further  Consideration  of  U$30  per  gold  ounce produced  by  the  JV  payable  in  respect  of  those ounces  not  taken  into  account  for  purposes  of calculating  the  Final  Resource  Value  Loan  Account balance  (the  Further  Consideration  Ounces).  This consideration  shall  become  payable  with  effect  from the  day  on  which  the  Further  Consideration  Ounces start coming through the plant.
 
 members,  before  It  shall  be  required  to  make  any  further  contribution  to the capital of the JV, and then also only:
    In  the  event  that  ounces  are  proven  to  JORC  compliance in addition to and beyond the ounces recognized in arriving at  the  Final  Resource  Value,  Chizim's  matching  capital  In


respect  of  capex  beyond  the  Chizim  Final  Resource  Value Loan Account shall be reduced by a further U$30 per proven ounce...


In  the  event  that  the  JV  shall  have  funds  available  for  distribution,  taking  into account its future  operating  and  capital  expenditure  requirements,  and  DRD shall  not  have  established  a  Loan  Account  which  matches  that  of  Chizim,  the Chizim Loan Account shall from such distributable funds be reduced by an amount equal  to  U$30  per  ounce  of  gold  produced  over  the  period  over  which  the distributable  funds  accrued,  provided  further  that  at  least  50%  of  the  funds available  for  distribution  shall  be  paid  to  the  Members  in  accordance  with  their members interest.
   DRD  shall  make  an  initial  contribution  toward  the  venture  capital  of the JV of R7, 5 million, and shall then, subject to the outcome of the Bankable Feasibility Study continue to fund the operating and capital cash shortfall of the JV  (all  of  which  shall  be  recognized  against  its  members  Loan  Account)  until such  time  as  it  has  matched  the  Final  Resource  Value  (post  JORC  adjusted) Loan Account of Chizim.
  Board and Management
  The Board shall consist of at least two and  up to four directors. Chizim and DRD may each appoint up to two directors to the board.
   represent  such  number  of  votes  as  the  number  of  shares  the  Member which nominated him/her onto the board, holds.
  Chizim may nominate one of its nominees as the non-executive chairman of the board.
  DRD  may  nominate  one  of  its  nominees  to  the  board  as  the  Managing Director.
  The  day  to  day  management  of  the  JV  shall  vest  in  an  executive committee chaired by the MD.


The  Members  may  jointly  appoint  the  financial  manager  (''FM").  If  the members  are  unable  to  reach  consensus  on  the  appointment  of  a financial manager, after deliberations between the most senior executive of  Chizim  and  DRD,  the  function  of  the  financial  manager  shall  be outsourced to a reputable accounting firm in Johannesburg.
  Further Funding
  feasibility,  funding  is  required  beyond  the  Loan  Account  balances  (or  the Resource Value, depending what we decide) of  the members  as provided for above, and either member is at the risk of dilution for not making its proportionate  contribution  to  the  capital  of  the  JV  Project,  the  following provisions shall apply:
   to fund  the  shortfall, provided that such loans shall be paid on the basis  of  "last  in,  first  out"  and  hence  be  preferred  over  the  Loan Accounts then in place; or
    The  JV  Members  may  resolve  to  list  the  JV  and  to  do  an  IPO, or to take a proportionate dilution in favour of a further investor.
   Conditions Precedent


This agreement shall be conditional upon the following occurring within sixty days  from  the  effective  date,  or  such  extension  as  the Members  may  agree to:
 
 
  A shareholders Agreement between the Members within the terms of this Agreement are  mutatis mutandis
 7.1.2
 Either the endorsement or the formal write up of the terms of these Heads of Agreement;
 7.1.3.    The deployment of executives and staff; and
   Securing the required formality requirements  pertaining to mining of the Leases.
  Such  regulatory,  shareholder  and  board  consents  as  may  be required.
  Disputes
 
 and  consensus  management.  Hence,  any  dispute  that  arises between the parties shall be referred to  for  mediation  between the most senior executive of DRD and Chizim respectively.
 
 
 
  If they fail to resolve the dispute after thirty days after referral by either  party,  it  shall  be  referred  to  arbitration  by  a  territorially neutral  arbitrator,  through  private  arbitration.  The  arbitrator  shall be an advocate with at least ten years standing, either  appointed by  agreement  between  the  JV  members  from  the  members  of


the advocacy of either Johannesburg or Harare, or, if the members are  unable  to  agree,  a  practicing  advocate  of  at  least  ten  years standing  drawn  from  a  list  of  candidates  proposed  by  the members, each entitled to put forward three names of advocates practicing either in Windhoek or Gaborone.
  The  arbitrator  shall  be  governed  by  internationally  accepted principles of fairness and justice, and his ruling shall be binding on the parties.
 
  Change in Control
  
 good faith and consensus management, both parties relying extensively on the  integrity  of  the  other  to  build  a  long  and  prosperous  business  for  the benefit of the Members.
 
 provision  shall  be  made  in  the  Shareholders  Agreement  to  provide  both parties with the usual:
              Appropriate  puts  or  calls  in the  event  of a  change  in  control pursuant  to  an unsolicited offer not supported by a majority of the board of either entity;


party is independently valued, in the absence of agreement between the parties, within the context of the aforementioned mechanisms.
  
 operations,  and  that  it  may  place  its  interest  in  the  JV  in  either  of  these. Such unbundling shall not constitute a disposal as envisaged in this clause.
  Signed at Johannesburg on this the 09 December 2009By: /s / D.J Pretorius  By: /s / L. Chihoda
  Chief Executive Officer