EXHIBIT 4.102
 _______________________________________________
 
 OFFER OF CLASS A PREFERENCE SHARE
 _______________________________________________
 
 
 KHUMO GOLD SPV (PROPRIETARY) LIMITED
 
 
 and
 
 
 EAST RAND PROPRIETARY MINES LIMITED


2
 
 
  Interpretation
          vice versa
  vice versa


3
    th
                           “DRDGOLD / Khumo Gold SPV Pref Share Subscription Agreement”


“A” hereto;
 “Prime Rate”:
 the prevailing interest rate (per cent, per annum,
 compounded monthly in arrear) from time to time
 published by The Standard Bank of South Africa
 Limited, as being its prime overdraft rate (as certified by
 any manager of that bank whose appointment and
 designation need not be proved);
 “DRDSA Subscription Agreement” 
  the subscription agreement between Khumo Gold SPV
 and DRDSA in terms of which Khumo Gold SPV will
 subscribe for 150,000 (one hundred and fifty thousand)
 ordinary shares in the capital of DRDSA;
 
 
 
 “Dividend Period”:
 successive periods of 12 (twelve) months each, the 1
 st
 
 (first) of which commences on the Issue Date;
 “Dividend Date”:
 
 the last business day of each successive Dividend Period,
 on which date the Preference Dividend owing to the
 Holder is calculated, and becomes due and payable; and
 “Signature Date”
 the date of signature of this Agreement by the Party last
 signing.
 1.2
 Any substantive provision, conferring rights or imposing obligations on a Party and
 appearing in any of the definitions in this clause 1 or elsewhere in this Agreement, shall be
 given effect to as if it were a substantive provision in the body of the Agreement.
 1.3
 Words and expressions defined in any clause will, unless the application of any such word or
 expression is specifically limited to that clause, bear the meaning assigned to such word or
 expression throughout this Agreement.
 1.4
 Subject to the provisions of clauses 1.5 and 1.10, defined terms appearing in this Agreement
 in title case will be given their meaning as defined, while the same terms appearing in lower
 case will be interpreted in accordance with their plain English meaning.


5
                      2       
  RECORDALS & OFFER
 
     inter alia,
 inter alia
        CONDITION


6
              status quo ante
    SUBSCRIPTION, ALLOTMENT AND ISSUE
                   TERMS AND CONDITIONS ATTACHING TO THE CLASS A PREF SHARE


7
  BREACH
                    7  MISCELLANEOUS


8
   8        
  GOVERNING  LAW
    9         
  DISPUTES
       domicilia citandi et executandi


9
                             10  SEVERABILITY


10
      /s/ JWC Sayers JWC Sayers Chief Financial Officer For: COMPANY 18 November 2005
      /s/ MP Ncholo MP Ncholo Director For: KHUMO GOLD SPV 18 November 2005
     ♦


11
 ♦
  RIGHTS AND CONDITIONS ATTACHING TO THE CLASS A PREF SHARE


12
                 
                     pari
 passu


without a special resolution of the Company and without the consent in writing of the
 Holder.
 2.9.
 A certificate issued by the auditors of the Company for the time being as to the
 Preference Dividends due from time to time shall, unless and until the contrary is proved,
 be binding on the Company and all its members.
 2.10.
 The Company shall not be liable to the Holders for interest on any unclaimed Preference
 Dividend.  The Company shall retain all unclaimed monies until they are claimed;
 provided that any amount remaining unclaimed for a period of 12 (twelve) years shall be
 forfeited by the Holder to the Company.
 _____________________________________