EXECUTION VERSION
 SHARE SALE AND SUBSCRIPTION AGREEMENT
  DRDGOLD LIMITED
  KHUMO GOLD SPV (PROPRIETARY) LIMITED


i
 TABLE OF CONTENTS
 1
 INTERPRETATION ......................................................................................................  2
 2
 INTRODUCTION ........................................................................................................  11
 3
 SUSPENSIVE CONDITIONS ..................................................................................... 11
 4
 SECTION 102 CONSENTS ....................................................................................... 13
 5
 SALE .......................................................................................................................... 14
 6
 CONSIDERATION AND PAYMENT .......................................................................... 15
 7
 CLOSING ...................................................................................................................  15
 8
 ADDITIONAL PROCEEDS ........................................................................................ 17
 9
 ESCROW ARRANGEMENTS ................................................................................... 21
 11
 SHARE ISSUES ........................................................................................................ 26
 12
 DELISTING ................................................................................................................ 27
 13
 LOCK-IN .................................................................................................................... 28
 14
 WAIVER OF PRE-EMPTIVE RIGHTS ....................................................................... 29
 15
 DOMICILIUM AND NOTICES .................................................................................... 29
 16
 DISPUTES ................................................................................................................. 31
 17
 BREACH ....................................................................................................................  32
 18
 CONFIDENTIALITY ................................................................................................... 32
 19
 GENERAL ..................................................................................................................  33
 20
 COSTS .......................................................................................................................  35
 ANNEXURES
 ANNEXURE A – MINING AND PROSPECTING RIGHTS .................................................... 37


2
 SHARE SALE AND SUBSCRIPTION AGREEMENT
      INTERPRETATION
              Agreement
  Applicable Law


3
           Attorneys
   Auditors
        Business Day
  Charter Documents


4
            Closing Date
 Companies Act
 Company
   Confidential Information
    Consideration Shares
 Constitutional Documents
    Determination Date


5
 Dispose
   Disposed Disposition Disposal
  Distribution
  DMR
 DRDSA Empowerment Trust
   DRDGOLD Share
  Effective Date
  Encumbrance
     Entity
    Financial Markets Act


6
 Historically Disadvantaged Person
  Holder
  Holding Company
 Interim Period
  Insolvency Event


7
  Judgment
                            Issuer Regulation Division
  JSE


8
 LAs
   Listings Requirements
  Mining Right
  Minister
   MPRDA
  Parties
 Party
  Prospecting Right
  Purchaser
  Purchaser’s Group
   Purchase Price
  Rights Offer


9
 Sale Shares
   Section 102 Consents
  Securities
   Securities Transfer Tax
  Seller
   Seller's Nominated Account
        SENS
 Signature Date
  South Africa


10
 Subsidiary
 Suspensive Conditions
 Tax
    Total Interest
   Transaction
  VWAP
   ZAR Rand R


11
           including includes include
         INTRODUCTION
        SUSPENSIVE CONDITIONS
   Effective
 Provisions
 Suspensive Conditions


3.1.1               
  on the 30
 th
 day following the Signature Date, the DRDSA Empowerment
 Trust has waived, in writing, any pre-emptive rights it may have to acquire
 the Total Interest or any part thereof on terms and conditions satisfactory to
 the Purchaser;
 3.1.2
 on 2 June 2014, if the Purchaser is listed on the exchange operated by the
 JSE, the Issuer Regulation Division grants all approvals necessary for the
 entering into and completion of the Transaction, other than any approval
 related to the listing of the Consideration Shares on the exchange operated
 by the JSE;
 3.1.3
 on 15 July 2014, the shareholders of the Purchaser pass all resolutions and
 otherwise give all approvals necessary under any Applicable Laws to
 approve the entering into of this Agreement and the completion of the
 Transaction;
 3.1.4
 on 15 July 2014, the shareholders of the Seller pass all resolutions required
 in terms of the Companies Act and any Applicable Laws to approve the
 disposal of the Total Interest;
 3.1.5
 on the first anniversary of the Signature Date, the Minister grants the Section
 102 Consents either unconditionally or subject to such conditions as the
 Purchaser confirms to the Seller in writing (within seven days after receipt of
 such conditional approval) are acceptable to it; and
 3.1.6
 on the third Business Day after the date of fulfilment of the last of the
 Suspensive Conditions in clauses 3.1.1, 3.1.2, 3.1.3, 3.1.4, and 3.1.5 –
 3.1.6.1
 no Insolvency Event has occurred; and
 3.1.6.2
 if the DRDGOLD Shares are listed on the exchange operated by the
 JSE at that date, the Issuer Regulation Division grants all approvals
 necessary for the listing of the Consideration Shares on such
 exchange.


13
                                 SECTION 102 CONSENTS
   Section
 102 Applications


14
 A Relevant Mining and Prospecting
 Rights
                   SALE


15
            CONSIDERATION AND PAYMENT
  Purchase Price
              CLOSING
   Closing


7.1.1.2
 a certified copy of a resolution of the directors of the Company
 approving the transfer of the sale of the Total Interest from the Seller to
 the Purchaser pursuant to this Agreement;
 7.1.2
 the Purchaser shall –
 7.1.2.1
 deliver to the Seller a certified copy of a resolution of the board of
 directors of the Purchaser approving the entering into of this Agreement
 and the implementation of the Transaction and the allotment and issue
 of the Consideration Shares to the Seller;
 7.1.2.2
 allot and issue to the Seller the Consideration Shares and shall deliver
 to the Seller  acceptable form of proof of the Seller’s shareholding in the
 Purchaser as at that date and shall procure that an appropriate entry is
 made in its securities register showing the Seller as the registered
 shareholder of the Consideration Shares;
 7.1.3
 the Seller and the Purchaser agree to sign all such documents and further
 do all such things as may be necessary to give effect to the provisions of this
 Agreement and to procure the transfer of the Total Interest to the Purchaser
 and the issue of the Consideration Shares to the Seller in accordance with
 the terms and conditions of this Agreement.
 7.2
 Any portion of the Total Interest that comprises of the claims of the Seller against
 the Company, whether on shareholders’ loan account or otherwise, shall be
 deemed to have been ceded to the Purchaser with effect from the Effective Date
 without the need for delivery of any further documents.
 7.3
 The Seller shall not be required to deliver the documents set out in clause 7.1.1
 and the Purchaser shall not be required to issue the Consideration Shares unless
 all those things set out in clause 7.1.1 and clause 7.1.2 are done simultaneously,
 but this clause 7.3 shall not prejudice any rights or remedies available to either
 Party in respect of any default on the part of the other Party.  If for any reason the
 Seller does not do or procure to be done all those things set out in clause 7.1.1,
 the Purchaser shall (in addition and without prejudice to the foregoing and all


17
                    ADDITIONAL PROCEEDS
     Distribution Amount
      LA Proceeds


as adjusted in accordance with clause 8.2.  (For purposes of clarity it is
 recorded that the number of LA’s for purposes of calculating the LA
 Proceeds shall be calculated by multiplying the actual rights offer ratio per
 DRDGOLD Share (as published on SENS when the Rights Offer is
 announced) by the number of Consideration Shares, taking into account the
 rounding conventions adopted by the JSE.)
 8.2
 If the Distribution Amount is calculated to be a positive number that exceeds
 R20,000,000, then the Distribution Amount shall be limited to R20,000,000 by first
 reducing the DRDGOLD Dividends Amount and secondly reducing the LA
 Proceeds, in aggregate, by such amount/s as is required to reduce the
 Distribution Amount to R20,000,000.
 8.3
 The Distribution Amount, if any, and the LA Proceeds, if any, shall be settled in
 the following manner –
 8.3.1
 in respect of the Distribution Amount –
 8.3.1.1
 the EMO Distributions Amount (together with any interest accrued
 thereon until and including the Effective Date) held in the Seller Escrow
 Account shall be transferred by the Attorneys to the Purchaser on the
 Seller's behalf in accordance with clause 9;
 8.3.1.2
 the Purchaser shall pay an amount in cash equal to the DRDGOLD
 Dividends Amount to the Seller; and
 8.3.1.3
 the amount of the payment described in clause 8.3.1.1 less the amount
 of the payment described in clause 8.3.1.2 shall equal the Distribution
 Amount.
 8.3.2
 in respect of the LA Proceeds, the Purchaser shall pay an amount in cash
 equal to the LA Proceeds to the Seller.
 8.4
 Subject to clause 9, any payments to be made under this clause 8 shall be made
 by way of electronic funds transfer of immediately available funds, free of any
 bank or other charges, into such bank account as may be specified in writing for


19
        th
        DRDGOLD Dividends Amount
                 EMO Distributions Amount


20
 Reference Period
  Reference Period Calculation Date
 th
                       the Determination
        the Expert


21
                      ESCROW ARRANGEMENTS
       Seller Escrow
 Account


22
                              domicilia
  WARRANTIES


23
            prima facie
       General Warranties


24
                     Seller’s Warranties


25
                               Purchaser’s Warranties


26
                               SHARE ISSUES
      Capitalisation Issue


27
  Amended Figure
                    DELISTING
   in lieu


28
  mutatis mutandis
     LOCK-IN
         Lock-In Period


29
               WAIVER OF PRE-EMPTIVE RIGHTS
   DRDSA Empowerment Trust
 Total Interest
     mutatis mutandis
  DOMICILIUM AND NOTICES
  domicilium citandi et executandi Domicilium
   
  
 nd


30
   
        
        
 
    
 
   
         Addressee


31
            DISPUTES
     AFSA


32
              BREACH
 Defaulting Party
  Aggrieved Party
      CONFIDENTIALITY
   Receiving Party


33
                             GENERAL


34
             stipulatio alteri


35
        COSTS
     
  who warrants that he is duly authorised hereto
     who warrants that he is duly authorised hereto


36
 We, the undersigned, undertake to be bound by the provisions of clause 4 insofar as they relate to us.
   
   who warrants that he is duly authorised hereto


37
 ANNEXURE A – MINING AND PROSPECTING RIGHTS
 MINING RIGHTS
 DMR
 REFERENCE
 HOLDER
                     PROSPECTING RIGHTS
 DMR
 REFERENCE
 HOLDER